Memorandum of Agreement - Leader


    
      

      

    

    
Exhibit 10.1 

     

     

    
      	
              MEMORANDUM
                OF AGREEMENT

               

              Dated:
                27th
                November 2006

            	
              Norwegian
                Shipbrokers’ Association’s Memorandum 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.

            


    

    


    "Leader
      Vessel Limited Partnership" hereinafter
      called the Sellers, have agreed to sell, and "Bulk
      Leader Inc." - B.V.I.

    hereinafter
      called the Buyers, have agreed to buy 

    Name:
      M/V
      "LEADER" 

    Classification
      Society/Class: Lloyd's
      Register of Shipping 

    
      	
              Built:
                1983
                

            	
              By:
                Ishikawajima
                Aioi, Japan 

            
	
              Flag:
                Panamanian
                

            	
              Place
                of Registration: Panama
                

            
	
              Call
                Sign: 3ELK2
                

            	
              Grt/Nrt:
                22,112/12,244
                

            
	
              Register
                Number: 8105741
                

            	
               

            


    

    


    hereinafter
      called the Vessel, on the following terms and conditions: 

    


    Definitions
      

     

    "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. 

    


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

    


    
      	
              1.

            	
              Purchase
                Price USD 7,000,000 (United States Dollars Seven Million only) in
                cash.

            


    

    


    
      	
              2.

            	
              Deposit
                

            


    

    


    As
      security for the correct fulfilment of this Agreement the Buyers shall pay
      a
      deposit of 10 % (ten per cent) of the Purchase Price within 3
      banking
      days from
      the date of this Agreement the
      signing of the Memorandum of Agreement by both parties by telefax or
      e-mail.
      This
      deposit shall be placed with Comerica
      Bank, two Embarcadero Center #300, San Francisco CA 9411, and
      held
under
      by
      them in
      a joint
      account of
      for
      the
      Sellers and the Buyers, in
      the bank designated by the Sellers, and shall to
      be
      released to
      the Sellers’ nominated account, in
      accordance with joint written instructions of the Sellers and the
      Buyers,
      as a part of the purchase price upon delivery of the vessel.
      Interest earned
      on the deposit,
      if any,
      to be credited to the Buyers. Any fee charged for holding the said deposit
      shall
      be borne equally by the Sellers and the Buyers. 

    


    
      	
              3.

            	
              Payment
                

            


    

    


    The
      balance
      of the said
      Purchase Price shall be paid in full free of bank charges to :
      Comerica Bank, two Embarcadero Center #300, San Francisco CA 9411, ABA:
      121137522 Credit: PLM International, Inc., Acct: 1891533166, Swift Code:
      MNBDUS33, against and upon presentation of the original or fax copy of the
      protocol of on
      delivery
and
      acceptance of
      the
      Vessel, duly
      signed by the Sellers’ and the Buyers’ authorized representatives,
but
      not
      later than 3 banking days after the Vessel is in every respect physically ready
      for delivery in accordance with the terms and conditions of this Agreement
      and
      Notice of Readiness has been given in accordance with Clause
      5. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    This
      document is a computer generated SALEFORM 1993 form printed by authority of
      the
      Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
      be clearly visible. In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
      assume no responsibility for any loss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

    


    
      	
              4.

            	
              Inspections
                

            


    

    


    
      	
              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.

            


    

    


    
      	
              b)*        
                

            	
              The
                Buyers shall have the right to inspect the Vessel's classification
                records
                and declare whether same are accepted or not
                within         
                

              The
                Sellers shall provide for inspection of the Vessel
                at/in             
                

              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 deck 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.

            


    

    


    
      	
              *            
                

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

            


    

    


    
      	
              5.

            	
              Notices,
                time and place of delivery


            


    

    


    
      	
              a)

            	
              The
                Sellers shall keep the Buyers well informed of the Vessel's itinerary
                and
                shall provide the Buyers with approximately
                21, 14,
                7,
                and 3
                days
                notice prior
                of
                the estimated delivery
                date time
                of arrival
                at
                the intended place,
                and 1 day definite notice of delivery date. of
                drydocking/underwater inspection/delivery.
                When the Vessel is at the place of delivery and in every respect
                physically ready for delivery in accordance with this Agreement,
                the
                Sellers shall give the Buyers a written Notice of Readiness for
                delivery.

            


    

    


    
      	
              b)

            	
              The
                Vessel shall be delivered and taken over safely afloat at a safe
                and
                accessible berth or an
                Anchorage
                or
                buoy in one safe port in range of Worldwide, as per Charter party
                at/in
                in the Sellers' option.

            


    

    


    Expected
      time of delivery: 10th-
      29thDecember,
      2006 in Sellers' option.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Date
      of
      cancelling (see Clauses
      5 c),
      6 b)
      (iii) and
      14):
      29thDecember,
      2006 in Buyers' option.

    


    
      	
              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
                48
                hours 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 48
                hours 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.

               

              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.

            


    

    


    
      	
              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. 

            


    

    


    This
      document is a computer generated SALEFORM 1993 form printed by authority of
      the
      Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
      be clearly visible. In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
      assume no responsibility for any loss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

    


    
      	
              6.

            	
              Drydocking/Divers
                Inspection
                (See clause 17 herein)

            


    

    


    
      	
              a)**      
                

            	
              The
                Sellers shall place the Vessel in drydock at the port of delivery
                for
                inspection by the Classification Society of the Vessel's underwater
                parts
                below the deepest load line, the extent of the inspection being in
                accordance with the Classification Society's rules. If the rudder,
                propeller, bottom or other underwater parts below the deepest load
                line
                are found broken, damaged or defective so as to affect the Vessel's
                class,
                such defects shall be made good at the Sellers' expense to the
                satisfaction of the Classification Society without
                condition/recommendation*.


            


    

    


    
      	
              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.
                

            


    

    


    
      	
              (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, 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 the underwater inspection
                and
                the Classification Society's attendance.
                

            


    

    


    
      	
              (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.
                

            


    

    


    
      	
              c)           
                

            	
              If
                the Vessel is drydocked pursuant to Clause 6
                a)
                or 6
                b) above
                

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              (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*.


            


    

    


    
      	
              (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*.


            


    

     

    
      	
              (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.

            


    

    


    
      	
              (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. 

            


    

    


    
      	
              (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).
                

            


    

    


    This
      document is a computer generated SALEFORM 1993 form printed by authority of
      the
      Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
      be clearly visible. In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
      assume no responsibility for any loss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

    
 

    
      	
              *            
                

            	
              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.
                

            


    

    


    
      	
              **          
                

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

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              7.

            	
              Spares/bunkers,
                etc. 

            


    

    


    The
      Sellers shall deliver the Vessel to the Buyers with everything belonging to
      her
      on board,
      on order, if any, and
      on shore.
      including
      all navigational aids, all safety equipments etc. spares and stores broached
      and
      unbroached with no extra cost. All
      spare
      parts and spare equipment including spare tail-end shaft(s) and/or spare
      propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time
      of
      inspection used or unused, whether on board or not shall become the Buyers'
      property, but spares on order are to be excluded. Forwarding charges, if any,
      shall be for the Buyers' account. The Sellers are not required to 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 radio
      installation and navigational equipment shall be included in the sale without
      extra payment if they are the property of the Sellers. Unused stores and
      provisions shall be included in the sale and be taken over by the Buyers without
      extra payment. 

    


    The
      Sellers have the right to take ashore crockery, plates, cutlery, linen and
      other
      articles bearing the Sellers' flag or name, provided they substitute
      for the replace
      same
an
      adequate number of with
      similar
      unmarked items. Personal
      and Charter’s Book, cassetes and Library,
      forms,
      etc., exclusively for use in the Sellers' vessel(s), shall be taken
      ashore before delivery. excluded
      without compensation.
      Captain's, Officers' and Crew's personal belongings including the slop
      chest,
      log books and original Certificates are
      to be
      excluded from the sale, as well as the following additional
      items (including
      items on
      hire): gas
      bottles (oxygen, acetylene, freon) and Videotel Safety videos. There will be
      credit for the gas bottles deposit, but none for the videotel. Buyers have
      the
      right to take photo copies of deck and engine log books.

    


    The
      Buyers shall take over and
      pay extra for the
      remaining bunkers onboard
      at the time of delivery at the Sellers’ net contract price of last supply as
      evidenced by vouchers. Buyers to pay extra for the remaining
and
      unused
      lubricating oils (in
      storage
      tanks
      and
      sealed in
      unbroached drums)
      at Sellers’ net contract price of last supply as evidenced by vouchers.
and
      pay the current net market price (excluding barging expenses) at the port and
      date of delivery of the Vessel. Payment under this Clause shall be made at
      the
      same time and place and in the same currency as the Purchase Price.


    


    
      	
              8.

            	
              Documentation
                

            


    

    


    The
      place
      of closing: to
      be agreed 

    


    In
      exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
      with delivery
      documents, namely: all
      reasonably, as per normal practice, required documents for the vessel’s legal
      transfer of Ownership and new registry. Same to be mutually agreed and placed
      in
      an Addendum to them.

    


    
      	
              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.


            


    

    


    
      	
              b)           
                

            	
              Current
                Certificate of Ownership issued by the competent authorities of the
                flag
                state of the Vessel.

            


    

    


    This
      document is a computer generated SALEFORM 1993 form printed by authority of
      the
      Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
      be clearly visible. In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
      assume no responsibility for any loss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
              c)           
                

            	
              Confirmation
                of Class issued within 72 hours prior to delivery.
                

            


    

    


    
      	
              d)           
                

            	
              Current
                Certificate issued by the competent authorities stating that the
                Vessel is
                free from registered encumbrances.


            


    

    


    
      	
              e)

            	
              Original
                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 to
                be provided within
                4 
                30
                days after delivery of the vessel. However the Sellers shall provide
                a
                letter of undertaking to delete at time of delivery (four)
                weeks after the Purchase Price has been paid and the Vessel has been
                delivered. 

            


    

    


    
      	
              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. 

            


    

    


    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. 

    


    At
      the time of After
      delivery
      the Sellers shall forward
      hand
      to the
      Buyers all
      plans, instruction books as they are onboard. 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 undertake to forward to the Buyers at the Buyers’ expense and risk, as
      soon as possible all plans/books/drawings etc. in their possesion ashore.
The
      Sellers may keep the Vessel's log books but the Buyers to have the right to
      take
      copies of same. 

    


    
      	
              9.

            	
              Encumbrances
                

            


    

    


    The
      Sellers warrant that the Vessel, at the time of delivery, is free from all
      charters, encumbrances, mortgages and maritime liens or any other debts
      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. 

    


    
      	
              10.

            	
              Taxes,
                etc. 

            


    

    


    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. 

    


    
      	
              11.

            	
              Condition
                on delivery 

            


    

    


    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 inspection, fair wear and tear excepted. However, the Vessel shall
      be delivered with her class maintained without condition/recommendation*,
      free of average damage affecting the Vessel's present
      class,
      and with her classification certificates and all
      National/international
      trading certificates,
      as well as all other certificates of
      the
      Vessel shall
      be clean, had
      at the time of inspection,
      valid
      and unextended without condition/recommendation*
      by Class or the relevant authorities at
      the time of delivery. for
      minimum 3 months from time of delivery and all continuous machinery survey
      cycles to be valid minimum 3 months after delivery."Inspection"
      in this Clause 11, shall mean the Buyers' inspection according to Clause 4
      a) or
      4 b), if applicable, or the Buyers' inspection prior to the signing of this
      Agreement. If the Vessel is taken over without inspection, the date of this
      Agreement shall be the relevant date. 

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
              *            
                

            	
              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.

            


    

    


    This
      document is a computer generated SALEFORM 1993 form printed by authority of
      the
      Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
      be clearly visible. In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
      assume no responsibility for any loss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

    


    
      	
              12.

            	
              Name/markings

            


    

    


    Upon
      delivery the Buyers undertake to change the name of the Vessel and alter funnel
      markings. 

    


    
      	
              13.

            	
              Buyers'
                default 

            


    

    


    Should
      the deposit not be paid in accordance with Clause
      2,
      the
      Sellers have the right to cancel this Agreement, and they shall be entitled
      to
      claim compensation for their losses and for all expenses incurred together
      with
      interest. 

    Should
      the Purchase Price not be paid in accordance with Clause
      3,
      the
      Sellers have the right to cancel the Agreement, in which case the deposit
      together with interest earned shall be released to the Sellers. If the deposit
      does not cover their loss, the Sellers shall be entitled to claim further
      compensation for their losses and for all expenses incurred together with
      interest. 

    


    
      	
              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. 

    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. 

    


    
      	
              15.

            	
              Buyers'
                representatives 

            


    

    


    After
      the
      Memorandum of Agreement this
      Agreement has
      been
      signed by both parties and the deposit has been lodged, in
      accordance with clause 2 above, the
      Buyers shall
      retain have
      the
      right to place upto
      maximum two
      (2)
      representatives
      only
      on
      board
      the Vessel for
      the purpose of familiarization with 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
      operation of the Vessel and/or
      crew work.
      The
      Buyers' representatives shall sign the Sellers' letter of indemnity forms,
      prior
      to
      their embarkation,
      stating that the Buyers’ familiarization boarding is always at the risk and
      expense of the Buyers and that any and all representative(s) shall be subject
      to
      the command of the Master of the vessel.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
              16.

            	
              Arbitration
                

            


    

    


    
      	
              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.
                

            


    

    


    
      	
              b)*         
                

            	
              This
                Agreement shall be governed by and construed in accordance with Title
                9 of
                the United States Code and the Law of the State of New York and should
                any
                dispute arise out of this Agreement, the matter in dispute shall
                be
                referred to three persons at New York, one to be appointed by each
                of the
                parties hereto, and the third by the two so chosen; their decision
                or that
                of any two of them shall be final, and for purpose of enforcing any
                award,
                this Agreement may be made a rule of the Court. The proceedings shall
                be
                conducted in accordance with the rules of the Society of Maritime
                Arbitrators, Inc. New York.


            


    

    


    This
      document is a computer generated SALEFORM 1993 form printed by authority of
      the
      Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
      be clearly visible. In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
      assume no responsibility for any loss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

    
 

    
      	
              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. 

            


    

    


    
      	
              *

            	
              16
                a), 16 b) and 16 c) are alternatives; delete whichever is not applicable.
                In the absence of deletions, alternative 16 a) to apply.
                

            


    

    


    Clause
      17

    No
      dry-docking clause to be applied. However prior to delivery of the vessel,
      the
      Buyers have a right to carry out a diver Inspection of the vessel’s underwater
      part by divers approved by vessel’s Class with the Sellers, the Buyers and
      vessel’s Class Surveyor in attendance at the Buyers’ own risk without any
      interference to the Seller’s cargo operation.

    


    If
      due to port regulation or in opinion of vessel’s Class Surveyor the condition at
      the port of delivery are unsuitable for such inspection (unclear water, strong
      current etc.), the Sellers shall make the vessel available at a direct suitable
      alternatives place near to the delivery port at the Sellers’
cost.

    


    The
      expenses for divers’ cost and class surveyors’ fee to be borne by the Buyers
      unless damage affecting the class is found. If any damage affecting the class
      is
      found, the Sellers shall bear the divers’ cost and class surveyors’
fee.

    


    Should
      any damage be found that will impose a recommendation of vessel’s class
      then:

    


    (A)
      In case class imposes recommendation of class that does not require dry-docking
      before next scheduled dry-docking, the Sellers shall pay to the Buyers the
      average repair cost for such damage, which to be the direct cost to repair
      such
      damage only, not including any docking (dockage) and general services charges,
      as per two quotations received by reputable independent repairers in Far East
      taken by the Sellers and the Buyers respectively. The Sellers shall be
      discharged from any claim whatsoever by the Buyers in connection with the
      underwater damage once the Sellers settle in cash the average repair cost
      between the two quotations to the Buyers.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (B)
      In case class recommendation requires the vessel to be dry-docked before next
      scheduled drydocking, the Sellers shall place the vessel in dry-dock at their
      expense, time and cost at Sellers’ choice prior to delivery of the vessel to the
      Buyers and repair same upto vessel’s Class satisfaction.

    


    The
      class shall be the sole Arbitrator as to whether underwater damage, if any,
      will
      impose any recommendation of class.

    


    In
      the event the vessel is required to be dry-docked, the Sellers have the right
      to
      take the vessel from the intended delivery port and proceed directly, in
      ballast, to a port which to be nominated by the Sellers for the aforesaid
      dry-docking.

    


    In
      this case, the Sellers have the right to re-tender all their delivery notices
      which may have already given to the Buyers and further, the cancelling date
      shall be extended, taking into account the time required to find a proper
      dockyard, the time needed for extra steaming to the dockyard and time needed
      for
      repair in the dockyard. The Buyers have the right to attend the vessel
      immediately at the dry-dock. The Buyers have the right to clean/paint and carry
      out other works whilst vessel is in dry-dock at Buyers’ risk and expenses
      without interfering the Sellers’ works and delivery
      schedule.

    


    In
      the event that the Buyers’ works are not completed in dry-docking prior to the
      time the Sellers have completed their required works, then Sellers have the
      right to tender “Notice of Readiness for delivery” whilst the vessel is still in
      dry-dock providing the vessel is in all respects ready to be delivered in
      accordance with this Memorandum of Agreement.

    


    Should
      the Buyers’ works still not be completed and the vessel is unable to leave
      dry-dock due to the Buyers’ works within two (2) days from the date the Sellers
      to tender the “Notice of Readiness for delivery”, then the Buyers shall take
      delivery and pay purchase price of the vessel whilst remains in
      dry-dock.

    


    This
      document is a computer generated SALEFORM 1993 form printed by authority of
      the
      Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
      be clearly visible. In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
      assume no responsibility for any loss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

    


    Costs
      for docking/undocking shall be for the Sellers’ account, however, any extra
      time/expenses spent in dry-dock after “Notice of Readiness” tendered by the
      Sellers shall be for the Buyers’ account.

    


    Clause
      18

    The
      Sale to include timecharter to Atlas Denmark at usd 16,000 daily, less 5% (five
      per cent) for 11-13 months from 10th December, and by signing, tri-partite
      agreement among Sellers and Buyers and Charterers by fax or by
      email.

    


    Clause
      19

    The
      vessel shall be delivered free of cargo with holds clean and swept, and free
      of
      stowaways.

    


    Clause
      20

    The
      Buyers have accepted the vessel and her LR class records and therefore the
      sale
      is clean, definite and outright.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    For
      the Sellers: Leader Vessel Ltd Partership

    


    Name:

    


    Title:

    


    Date:

    


    


    For
      the Buyers: Bulk Leader Inc. - B.V.I.

    


    Name:

    


    Title:

    


    Date:

     

     

    This
      document is a computer generated SALEFORM 1993 form printed by authority of
      the
      Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
      be clearly visible. In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
      assume no responsibility for any loss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.