**                                                                                        EXHIBIT      10.2**

**SALEFORM        1993**

**MEMORANDUM        OF AGREEMENT**

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------|
| **Beekman                  Shipping Corp.**,                  Majuro, Marshall Islandshereinafter                  called the Sellers, have agreed to sell, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 1                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| **Rushmore                  Shipping LLC**,                  Majuro, Marshall Islandshereinafter                  called the Buyers, have agreed to buy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 2                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | “LAGUNA                  BELLE” | 3 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Classification                  Society/Class: Lloyd’s Register                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        |   | 4 |
| Built:       1996                   By:       Dalian                  S.B. Heavy Industry Co., Ltd., China                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 5                                           |
| Flag:  Phil/Pan                    Place                  of Registration:  Manila/Panama                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                        | 6 |
| Call                  Sign:  DYOZ/3EIE5                       Grt/Nrt:          19,354/9,614                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 7                                           |
| Register                  Number:    MNLA000677/35008-PEXT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 8                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| hereinafter                  called the Vessel, on the following terms and conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 9                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| **Definitions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 10                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| “Charter”                  as defined in Clause 17                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| “Banking                  Days” as defined in the Charter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 12                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| “In                  writing” or “written” means a letter handed over from the Sellers to the                  Buyers or vice versa,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 13                                          |
| a                  registered letter, telefax or other modern form of written                  communication.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 14                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| “Classification                  Society” or “Class” means the Society referred to in line                  4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 15                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| **1.** **Purchase                  Price**                  $45 Million En Bloc for the Vessel and the Seminole Princess as                  part of                  sale/charter back Arrangement. See Clause 17.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 16                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| ~~**2.**~~ ~~**Deposit**~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 17                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   | 18 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   | 21 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   | 22 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   | 23 |
| **3.** **Payment**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 25                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| The                  said Purchase Price shall be paid in full free of bank charges                  to Sellers,                  less: (i) Sellers’ Credit per Clause 32 of the Charter; and (ii) the                  balance of the 2% fee per clause 49(1)(b) of the Charter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 26                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| **4.** **Inspections**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 30                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| a)* The                  Buyers have inspected and accepted the Vessel’s classification records.                  The Buyers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 31                                          |
| have                  also inspected the Vessel ~~at/in                                                                                                     ~~                                                                                                                                                                                                                                                                                                                                                                                                                                 | 32                                          |
| and                  have accepted the Vessel following this inspection and the sale                  is                  outright and definite,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 33                                          |
| and                  subject only to the terms and conditions of this                  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 34                                          |
| ~~b)*~~ ~~The                  Buyers shall have the right to inspect the Vessel’s classification records                  and                  declare                  ~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~35~~                                      |
| ~~whether                  same are accepted or not                  within                                                                                               ~~                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ~~36~~                                      |
| ~~The                  Sellers shall provide for the inspection of the Vessel at/in~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ~~37~~                                      |
| ~~The                  Buyers shall undertake the inspection without undue delay to the                  Vessel.                  Should the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ~~38~~                                      |
| ~~Buyers                  cause undue delay they shall compensate the Sellers for the losses                  thereby                  incurred.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~39~~                                      |
| ~~The                  Buyers shall inspect the vessel without opening up and without                  cost to                  Sellers.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ~~40~~                                      |
| ~~During                  the inspection, the Vessel’s deck and engine logs shall be made available                  for~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~41~~                                      |
| ~~examination                  by the Buyers. If the Vessel is accepted after such inspection,                  the sale                  shall~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~42~~                                      |
| ~~become                  outright and definite, subject only to the terms and conditions                  of this                  Agreement,~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~43~~                                      |
| ~~provided                  the Sellers receive written notice of acceptance from the Buyers                  within 72                  hours~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~44~~                                      |
| ~~after                  completion of such inspection.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ~~45~~                                      |
| ~~Should                  notice of acceptance of the Vessel’s classification records and of the                  Vessel not be~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                        | ~~46~~ |
| ~~received                  by the Sellers as aforesaid, the deposit together with interest                  earned                  shall be~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~47~~                                      |
| ~~released                  immediately to the Buyers, whereafter this Agreement shall be null                  and                  void.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ~~48~~                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 50                                          |
| **5.** **Notices,                  time and place of delivery**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| a) The                  Vessel will be delivered on a mutually convenient agreed date as                  she is at                  such port or place as the Vessel may be located on the agreed                  date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 51                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~a)~~ ~~The                  Sellers shall keep the Buyers well informed of the Vessel’s itinerary and                  shall~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ~~52~~                                      |
| ~~provide                  the Buyers with , , and days notice of the estimated time of arrival                  at                  the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ~~53~~                                      |
| ~~intended                  place of underwater inspection/delivery. When the Vessel is at                  the place                  54~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                        |
| ~~of                  delivery and in every respect physically ready for delivery in                  accordance                  with this~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~55~~                                      |
| ~~Agreement,                  the Sellers shall give the Buyers a written Notice of Readiness                  for                  delivery.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~56~~                                      |
| ~~b)~~ ~~The                  Vessel shall be delivered and taken over safely afloat at a safe                  and                  accessible berth or anchorage at/in~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~57~~                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 58                                          |
| ~~Expected                  time of delivery:~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~60~~                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| Date                  of cancelling (see Clause 5c) and 14): February 1, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 61                                          |
| ~~c)~~ ~~If                  the Sellers anticipate that, notwithstanding the exercise of due                  diligence                  by them, the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~62~~                                      |
| ~~Vessel                  will not be ready for delivery by the cancelling date they may                  notify the                  Buyers in~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~63~~                                      |
| ~~writing                  stating the date when they anticipate that the Vessel will be ready                  for                  delivery and~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ~~64~~                                      |
| ~~propose                  a new cancelling date. Upon receipt of such notification the Buyers                  shall                  have the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~65~~                                      |
| ~~option                  of either cancelling this Agreement in accordance with Clause 14                  within~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~66~~                                      |
| ~~twenty-four                  hours of receipt of the notice or of accepting the new date as                  the new                  cancelling date. If the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~67~~                                      |
| ~~Buyers                  have not declared their option within twenty-four hours of receipt                  of the                  Sellers’~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ~~68~~                                      |
| ~~notification                  or if the Buyers accept the new date, the date proposed in the                  Sellers’                  notification~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ~~69~~                                      |
| ~~shall                  be deemed to be the new cancelling date and shall be substituted                  for the                  cancelling~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~70~~                                      |
| ~~date                  stipulated in line 61.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~71~~                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~If                  this Agreement is maintained with the new cancelling date all other                  terms                  and conditions~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~72~~                                      |
| ~~hereof                  including those contained in Clauses 5 a) and 5 c) shall remain                  unaltered                  and in full~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ~~73~~                                      |
| ~~force                  and effect. Cancellation or failure to cancel shall be entirely                  without                  prejudice to any~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ~~74~~                                      |
| ~~claim                  for damages the Buyers may have under Clause 14 for the Vessel                  not being                  ready by~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ~~75~~                                      |
| ~~the                  original cancelling date.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~76~~                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 78                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 79                                          |
| ~~**6.**~~ ~~**Drydocking/Divers                  Inspection**~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ~~80~~                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~a)**~~ ~~The                  Sellers shall place the Vessel in drydock at the port of delivery                  for                  inspection by the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~81~~                                      |
| ~~Classification                  Society of the Vessel’s underwater parts below the deepest load line,                  the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~82~~                                      |
| ~~extent                  of the inspection being in accordance with the Classification Society’s                  rules. If the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~83~~                                      |
| ~~rudder,                  propeller, bottom or other underwater parts below the deepest load                  line                  are found~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~84~~                                      |
| ~~broken,                  damaged or defective so as to affect the Vessel’s class, such defects                  shall be made~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ~~85~~                                      |
| ~~good                  at the Sellers’ expense to the satisfaction of the Classification Society                  without~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~86~~                                      |
| ~~condition/recommendation.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~87~~                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~b)**~~ ~~(i)~~ ~~The                  Vessel is to be delivered without drydocking. However, the Buyers                  shall~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ~~88~~                                      |
| ~~have                  the right at their expense to arrange for an underwater inspection                  by a                  diver approved~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~89~~                                      |
| ~~by                  the Classification Society prior to the delivery of the Vessel.                  the                  Sellers shall at their~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~90~~                                      |
| ~~cost                  make the Vessel available for such inspection. The extent of the                  inspection and the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ~~91~~                                      |
| ~~conditions                  under which it is performed shall be to the satisfaction of the                  Classification~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~92~~                                      |
| ~~Society.                  If the conditions at the port of delivery are unsuitable for such                  inspection, the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~93~~                                      |
| ~~Sellers                  shall make the Vessel available at a suitable alternative place                  near to                  the delivery~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ~~94~~                                      |
| ~~port.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ~~95~~                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~(ii)~~ ~~If                  the rudder, propeller, bottom or other underwater parts below the                  deepest                  load line~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ~~96~~                                      |
| ~~are                  found broken, damaged or defective so as to affect the Vessel’s class,                  then unless~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~97~~                                      |
| ~~repairs                  can be carried out afloat to the satisfaction of the Classification                  Society, the Sellers~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ~~98~~                                      |
| ~~shall                  arrange for the Vessel to be drydocked at their expense for inspection                  by                  the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ~~99~~                                      |
| ~~Classification                  Society of the Vessel’s underwater parts below the deepest load line,                  the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~100~~                                     |
| ~~extent                  of the inspection being in accordance with the Classification Society’s                  rules. If the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~101~~                                     |
| ~~rudder,                  propeller, bottom or other underwater parts below the deepest load                  line                  are found~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~102~~                                     |
| ~~broken,                  damaged or defective so as to affect the Vessel’s class, such defects                  shall be made~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ~~103~~                                     |
| ~~good                  by the Sellers at their expense to the satisfaction of the Classification                  Society~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ~~104~~                                     |
| ~~without                  condition/recommendation*. In such event the Sellers are to pay                  also for                  the cost of~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ~~105~~                                     |
| ~~the                  underwater inspection and the Classification Society’s                  attendance.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~106~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~(iii)~~ ~~If                  the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and                  no suitable                  dry-~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~107~~                                     |
| ~~docking                  facilities are available at the port of delivery, the Sellers shall                  take                  the Vessel~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~108~~                                     |
| ~~to                  a port where suitable drydocking facilities are available, whether                  within                  or outside the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~109~~                                     |
| ~~delivery                  range as per Clause 5 b). Once drydocking has taken place the Sellers                  shall deliver~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~110~~                                     |
| ~~the                  Vessel at a port within the delivery range as per Clause 5 b) which                  shall,                  for the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~111~~                                     |
| ~~purpose                  of this Clause, become the new port of delivery. In such event                  the                  cancelling date~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~112~~                                     |
| ~~provided                  for in Clause 5 b) shall be extended by the additional time required                  for                  the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ~~113~~                                     |
| ~~drydocking                  and extra steaming, but limited to a maximum of 14 running                  days.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~114~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~c)~~ ~~If                  the Vessel is drydocked pursuant to Clause 6 a) or 6 b)                  above~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~115~~                                     |
| ~~(i)~~ ~~the                  Classification Society may require survey of the tailshaft system,                  the                  extent of~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~116~~                                     |
| ~~the                  survey being to the satisfaction of the Classification surveyor.                  If such                  survey is not~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~117~~                                     |
| ~~required                  by the Classification Society, the Buyers shall have the right                  to require                  the tailshaft~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ~~118~~                                     |
| ~~to                  be drawn and surveyed by the Classification Society, the extent                  of the                  survey being in~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~119~~                                     |
| ~~accordance                  with the Classification Society’s rules for the tailshaft survey and                  consistent with~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ~~120~~                                     |
| ~~the                  current stage of the Vessel’s survey cycle. The Buyers shall declare                  whether they~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~121~~                                     |
| ~~require                  the tailshaft to be drawn and surveyed not later than by the completion                  of                  the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~122~~                                     |
| ~~inspection                  by the Classification Society. The drawing and refitting of the                  tailshaft                  shall be~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~123~~                                     |
| ~~arranged                  by the Sellers. Should any parts of the tailshaft system be condemned                  or                  found~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ~~124~~                                     |
| ~~defective                  so as to affect the Vessel’s Class, those parts shall be renewed or made                  good at~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ~~125~~                                     |
| ~~the                  Sellers’ expense to the satisfaction of the Classification Society without~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ~~126~~                                     |
| ~~condition/recommendation*.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ~~127~~                                     |
| ~~(ii)~~ ~~the                  expenses relating to the survey of the tailshaft system shall be                  borne~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ~~128~~                                     |
| ~~by                  the Buyers unless the Classification Society requires such survey                  to be                  carried out, in~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~129~~                                     |
| ~~which                  case the Sellers shall pay these expenses. The Sellers shall also                  pay the                  expenses~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~130~~                                     |
| ~~if                  the Buyers require the survey and parts of the system are condemned                  of                  found defective~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~131~~                                     |
| ~~or                  broken so as to affect the Vessel’s Class*.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ~~132~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~(iii)~~ ~~the                  expenses in connection with putting the Vessel in and taking her                  out                  of~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~133~~                                     |
| ~~drydock,                  including the drydock dues and the Classification Society’s fees shall be                  paid by~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ~~134~~                                     |
| ~~the                  Sellers if the Classification Society issues any condition/recommendation*                  as a result~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~135~~                                     |
| ~~of                  the survey or if it requires survey of the tailshaft system. In                  all other                  cases the Buyers~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~136~~                                     |
| ~~shall                  pay the aforesaid expenses, dues and fees.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ~~137~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~(iv)~~ ~~the                  Buyers’ representative shall have the right to be present in the drydock,                  but~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ~~138~~                                     |
| ~~without                  interfering with the work or decisions of the Classification                  surveyor.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~139~~                                     |
| ~~(v)~~ ~~the                  Buyers shall have the right to have the underwater parts of the                  Vessel~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~140~~                                     |
| ~~cleaned                  and painted at their risk and expense without interfering with                  the                  Sellers’ or the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ~~141~~                                     |
| ~~Classification                  surveyor’s work, if any, and without affecting the Vessel’s timely                  delivery. If~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~142~~                                     |
| ~~however,                  the Buyers’ work in drydock is still in progress when the Sellers                  have~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ~~143~~                                     |
| ~~completed                  the work which the Sellers are required to do, the additional docking                  time~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ~~144~~                                     |
| ~~needed                  to complete the Buyers’ work shall be for the Buyers’ risk and expense. In                  the event~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~145~~                                     |
| ~~that                  the Buyers’ work requires such additional time, the Sellers may upon                  completion of the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ~~146~~                                     |
| ~~Sellers’                  work tender Notice of Readiness for delivery whilst the Vessel                  is still in                  drydock~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~147~~                                     |
| ~~and                  the Buyers shall be obliged to take delivery in accordance with                  Clause 3,                  whether~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ~~148~~                                     |
| ~~the                  Vessel is in drydock or not and irrespective of Clause 5                  b).~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ~~149~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~*~~ ~~Notes,                  if any, in the surveyor’s report which are accepted by the Classification                  Society~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~150~~                                     |
| ~~without                  condition/recommendation are not to be taken into                  account.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~151~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 153                                         |
| **7.** **Spares/bunkers,                  etc.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 154                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| The                  Sellers shall deliver the Vessel to the Buyers with everything                  belonging                  to her on board and on shore.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 155                                         |
| All                  spare parts and spare equipment including spare tail-end shaft(s)                  and/or                  spare                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 156                                         |
| propeller(s)/propeller                  blade(s), if any, belonging to the Vessel at the time of inspection                  used                  or unused,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 157                                         |
| whether                  on board or not shall become the Buyers’ property, but spares on order are                  to be                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 158                                         |
| excluded.                  Forwarding charges, if any, shall be for the Buyers’ account. The Sellers                  are not required to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 159                                         |
| replace                  spare parts including spare tail-end shaft(s) and spare                  propeller(s)/propeller blade(s) which                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 160                                         |
| are                  taken out of spare and used as replacement prior to delivery, but                  the                  replaced items shall be the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 161                                         |
| property                  of the Buyers. The radio installation and navigational equipment                  shall be                  included in the sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 162                                         |
| without                  extra payment if they are the property of the Sellers. ~~Unused                  stores and provisions shall be~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ~~163~~                                     |
| ~~included                  in the sale and be taken over by the Buyers without extra                  payment.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~164~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~The                  Sellers have the right to take ashore crockery, plates, cutlery,                  linen and                  other articles bearing the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~165~~                                     |
| ~~Sellers’                  flag or name, provided they replace same with similar items. Library,                  forms, etc.,~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ~~166~~                                     |
| ~~exclusively                  for use in the Sellers’ vessel(s), shall be excluded without compensation.                  Captain’s,~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ~~167~~                                     |
| ~~Officers’                  and Crew’s personal belongings including the slop chest are to be excluded                  from the sale,~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ~~168~~                                     |
| ~~as                  well as the following additional items:~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                        |
| ~~                                                                                                                                                                                    ~~ | ~~169~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| ~~The                  Buyers shall take over the remaining bunkers and unused lubricating                  oils                  in storage tanks and~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~170~~                                     |
| ~~sealed                  drums and pay the current net market price (excluding barging expenses)                  at                  the port and date~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ~~171~~                                     |
| ~~of                  delivery of the Vessel at no extra cost.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~172~~                                     |
| ~~Payment                  under this Clause shall be made at the same time and place and                  in the same                  currency as~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ~~173~~                                     |
| ~~the                  Purchase Price.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~174~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
| **8.** **Documentation**                   See Addendum No. 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 175                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| The                  place of closing: New York.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 176                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| In                  exchange for payment of the Purchase Price the Sellers shall furnish                  the                  Buyers at the Closing with the following documents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 178                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| a) Legal                  Bill of Sale in a form recordable in Panama (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   | 184 |
| 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) Any                  such additional documents as may reasonably be required by the                  competent                  authorities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 194                                         |
| for                  the purpose of registering the Vessel, provided the Buyers notify                  the                  Sellers of any such                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 195                                         |
| documents                  as soon as possible after the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| At                  the time of delivery the Buyers and Sellers shall sign and deliver                  to each                  other a Protocol of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 197                                         |
| Delivery                  and Acceptance confirming the date and time of delivery of the                  Vessel from                  the Sellers to the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 198                                         |
| Buyers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                        |   |   | 199 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| ~~At                  the time of delivery the Sellers shall hand make available to the                  Buyers                  the classification certificate(s) as well as all~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ~~200~~                                     |
| ~~plans                  etc., which are on board the Vessel. Other certificates which are                  on board                  the Vessel shall also~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~201~~                                     |
| ~~be                  handed over made available to the Buyers unless the Sellers are                  required                  to retain same, in which case the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~202~~                                     |
| ~~Buyers                  to have the right to take copies. Other technical documentation                  which may~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ~~203~~                                     |
| ~~be                  in the Sellers’ possession shall be promptly forwarded to the Buyers at                  their expense, if they so~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~204~~                                     |
| ~~request.                  The Sellers may keep the Vessel’s log books but the Buyers to have the                  right to take~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ~~205~~                                     |
| ~~copies                  of same.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~206~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| **9.** **Encumbrances**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 207                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| The                  Sellers warrant that the Vessel, at the time of delivery, is free                  from all                  mortgages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| ~~**10.**~~ ~~**Taxes,                  etc.**~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ~~212~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| ~~Any                  taxes, fees and expenses in connection with the purchase and registration                  under the Buyers’ flag, and in~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~213~~                                     |
| ~~connection                  with the closing of the Sellers’ register shall be for Buyers’                  account.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~214~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| **11.** **Condition                  on delivery**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 216                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| The                  Vessel with everything belonging to her shall be at the Sellers’ risk and                  expense until she is delivered to the Buyers, but subject to the                  terms and                  conditions of this Agreement she shall be delivered and taken over                  as she                  was at the time of inspection, fair wear and tear expected. However,                  the                  Vessel shall be delivered with her class maintained free of conditions                  and                  recommendations (other than those for which the time presented                  by class                  for curing the condition of recommendation has not passed), with                  certificates valid and up to date.                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| ~~**12.**~~ ~~**Name/markings**~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ~~230~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| ~~Upon                  delivery the Buyers undertake to change the name of the Vessel                  and alter                  funnel markings.~~~~This                  shall be completed within seven (7) days of                  delivery.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ~~231~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| ~~**13.**~~ ~~**Buyers’                  default**~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~232~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| **16.** **Arbitration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| ~~a)*~~ ~~This                  Agreement shall be governed by and construed in accordance with                  English                  law~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~263~~                                     |
| ~~and                  any dispute arising our of this Agreement shall be referred to                  arbitration                  in London in~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~264~~                                     |
| ~~accordance                  with the Arbitration Acts 1950 and 1979 or any statutory modification                  or~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ~~265~~                                     |
| ~~re-enactment                  thereof for the time being in force, one arbitrator being appointed                  by                  each~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~266~~                                     |
| ~~party.                  On the receipt by one party of the nomination in writing of the                  other                  party’s arbitrator,~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ~~267~~                                     |
| ~~that                  party shall appoint their arbitrator within fourteen days, failing                  which                  the decision of the~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ~~268~~                                     |
| ~~single                  arbitrator appointed shall apply. If two arbitrators properly appointed                  shall not agree~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ~~269~~                                     |
| ~~they                  shall appoint an umpire whose decision shall be                  final.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ~~270~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| b)* This                  Agreement shall be governed by and construed in accordance with                  Title 9 of                  the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 271                                         |
| United                  States Code and the Law of the State of New York and should any                  dispute                  arise out of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 272                                         |
| this                  Agreement, the matter in dispute shall be referred to three persons                  at New                  York, one to be appointed by each of the parties hereto, and the                  third                  shall be appointed by the Chair at the time of the Arbitration                  Committee                  of the Maritime Law Association of the United States. The third                  arbitrator                  shall serve as chair of the panel and shall be a practicing maritime                  attorney. The decision of the arbitrators or that of any two of                  them shall                  be final, and for purpose of enforcing any award, judgment may                  be entered                  thereon by any court having jurisdiction. The proceedings shall                  be                  conducted in accordance with the rules of the Society of Maritime                  Arbitrators, Inc. New York.                                                                                                                       | 273                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 278                                         |
| ~~c)*~~ ~~Any                  dispute arising out of this Agreement shall be referred to arbitration                  at~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ~~279~~                                     |
| ~~                       ,                  subject to the procedures applicable there.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ~~280~~                                     |
| ~~The                  laws                  of                              shall                  govern this Agreement.~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ~~281~~                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                        |   |   |   |
| **17.**                  This MOA is one element of the sale/charter back agreement, which                  includes                  a Bareboat Charter Party dated                  as of January 24, 2007. Simultaneously upon delivery of the Vessel                  to the                  Buyers, the Vessel will be delivered to the Sellers/Charterers                  under the                  Bareboat Charter Party dated as of January 24, 2007 (the “Charter”). The                  Vessel will thus remain in the control and responsibility of the                  Sellers/Charterers under the Charter, at all times before and after                  delivery to the Buyers hereunder and the Buyers shall in no way                  be                  responsible for any costs, expenses, documents or delays to the                  Vessel                  arising out of the delivery hereunder. Any provisions, spares and                  bunkers                  shall remain the property and in the possession of the                  Sellers.                         |                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

| FOR                  THE SELLERS:                                                                                                                                                                                                                                                                                | FOR                  THE BUYERS:                                                                                                                                                                                                                                                                                                                    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                |
| Signed:           /s/                  Christophil B.                  Costas                                                                              | Signed:           /s/                  Carol Ann                  Malinowski                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                |
| Name:                 Christophil                  B. Costas                                                                      | Name:           /s/                  Carol Ann                  Malinowski                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                |
| Title:                                Attorney-In-Fact                               | Title:             Secretary                                          |
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                |
| Date:            as                  of January 24,                  2007                                                    | Date:         as                  of January 24,                  2007                                                                                                         |

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|   | 7. | Such                  other documents, terms and conditions as set forth in the Charter                  which                  are applicable to the transaction under this                  MOA |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Certificate                  of Resolutions approving the purchase of the Vessel from Sellers                  and                  authorizing and appointing individuals to act and authorizing issuance                  of                  Power of Attorney. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|    /s/                  Christophil B.                  Costas                                     Fairfax                  Shipping Corp. |    /s/                  Carol Ann                  Malinowski                                  Adirondack                  Shipping LLC |
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