Crusader Memorandum of Agreement


    
      

      

    

    
 

    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.

            


    

     

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

    hereinafter
      called the Buyers, have agreed to buy

     

    Name:
      M/V
      "CRUSADER"

    Classification
      Society/Class: Lloyd's
      Register of Shipping

    
      	
              Built: 
                1982

            	
              By: 
                Ishikawajima Aioi, Japan

            
	
              Flag: 
                Panamanian
                

            	
               Place
                of Registration:  Panama

            
	
              Call
                Sign:  HPHN
                

            	
               Grt/Nrt:
                 22,091/12,213

            
	
              Register
                Number:  8105739

            	
               

            


    

    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 7,800,000 (United States Dollars Seven Million Eight Hundred
                Thousand 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.

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    
      	
              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. 

     

     

    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 toss, 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 deliver
                date time
                of arrival
                at
                the intended place, and
                1 day definite notice of delivery date and place shall be made.
                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. 

            


    

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	
              b)

            	
              The
                Vessel shall be delivered in
                the drydock in Turkey if Buyers elect to carry out additions works
                otherwise alongside or and
                taken over safely afloat
                at
                a safe and
                accessible berth or Anchorage
                -at/in in
                the Sellers' option-,upon completion
                of drydocking works. 

            


    

    


    Expected
      time of delivery: 1st January
      2007 - 31st
      January 2007 in Sellers' option. 

    


    Date
      of
      cancelling (see Clauses
      5 c), 6 b) (iii)
      and
14):
      28th
      February 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
5c)
      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 toss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

     

    
      	
              6.

            	
              Drydocking/Divers
                Inspection 

            


    

    


    The
      vessel will drydock in Turkey just prior to delivery of the vessel to Buyers
      where she will pass special survey and drydock survey in line with V.Ships
      specification which will be attached to the Memorandum of Agreement ( as
      Appendix I). 

    


    If
      Buyers elect not to carry out any works in drydock after Sellers have completed
      their works, then Sellers will tender Notice of Readiness and deliver the vessel
      to the Buyers in the dry-dock. Buyers will be responsible for any extra
      costs/expenses that arise from their works carried out in drydock. If Buyers
      elect no to carry out any works then the Sellers will undock the vessel and
      will
      tender Notice of Readiness and deliver the vessel to the Buyers alongside or
      at
      a safe anchorage. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    Cost
      of docking/undocking shall be in all cases for Sellers'
      account. 

     

    
      	
              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
      drvdocking 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 drvdocked pursuant to Clause 6
                a)
                or 6
                b)
                above 

            


    

     

    (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 theClassification Society without
      condition/recommendation*.

     

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    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 toss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

    
 

    (ii)  
       the expenses relating to the survey of the tailshaft system shall be
      borneby 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 Setters 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). 

    


    
      	
              *        

            	
              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 tho absence of deletions,
                alternative
                6 a)
                to apply. 

            


    

     

    
      	
              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
      


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    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 the remaining bunkers The
      bunkers remain the property of the Charterers Alcoa, U.S.A. and Buyers not
      to
      pay for same. Buyers, also 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. 

     

     

    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 toss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

     

    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. 

            


    

    


    
      	
              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. 

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    
      	
              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. 

     

     

    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 toss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

     

    
      	
              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. 

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    
      	
              *        
                

            	
              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. 

            


    

     

    
      	
              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
      Memrandum 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 and shall in no manner interfere
      with the instructions or work with regard to the drydock specification and
      special survey work, 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. 

     

     

    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 toss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    
      	
              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. 

            


    

    


    
      	
              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

    The
      Sale to include timecharter to Alcoa, USA at usd 12,000 daily until latest
      March
      2007 by the Charterers and by signing tri-partite agreement among Sellers
      and Buyers and Charterers by fax or by email. 

    


    Clause
      18 

    The
      vessel shall be delivered to the Buyers with holds clean swept suitable for
      continued operations, and free of stowaways. 

    


    Clause
      19 

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

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    For
      the Sellers: Crusader Vessel Ltd Partership 

    


    Name: 

    


    Title: 

    


    Date: 

     

     

    For
      the Buyers: Bulk Crusader 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 toss, damage or expense as a result of
      discrepancies between the original approved document and this computer generated
      document.