** EXHIBIT      10.1**

**SALEFORM          1993**

**MEMORANDUM          OF AGREEMENT**

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| **Fairfax                    Shipping Corp.**,                    Majuro, Marshall Islandshereinafter                    called the Sellers, have agreed to sell, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 1                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                               |   |   |   |
| **Adirondack                    Shipping LLC**,                    Majuro, Marshall Islandshereinafter                    called the Buyers, have agreed to buy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 2                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                               |
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | “SEMINOLE                    PRINCESS” | 3 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Classification                    Society/Class: Lloyd’s Register                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                               |   | 4 |
| Built:       1997                   By:       Dalian                    S.B. Heavy Industry Co., Ltd., China                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 5                                                  |
| Flag:  Phil/Pan                    Place                    of Registration:  Manila/Panama                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                               | 6 |
| Call                    Sign:  DYPA/3EIE6                       Grt/Nrt:          19,354/9,614                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 7                                                  |
| Register                    Number:    MNLA000678/35009-PEXT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 8                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                               |
| hereinafter                    called the Vessel, on the following terms and conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 9                                                  |
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| **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 Laguna Belle 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                                                 |
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| **4.** **Inspections**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 30                                                 |
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| 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~~                                             |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 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                                                 |
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| ~~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~~                                             |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 78                                                 |
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| ~~**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                                                |
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| **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~~                                            |
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| ~~**13.**~~ ~~**Buyers’                    default**~~                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ~~232~~                                            |
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| **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                                                |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 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~~                                            |
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| **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. |                                               |
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| 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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