exv10w8





Exhibit 10.8









July 1, 2010




Ridgebury Tankers Ltd

c/o Robert J. Burke

625 Ridgebury Road

Ridgefield, CT 06877





			
	          Re:	 	Entry of Vessels into Blue Fin Tankers Pool




Dear Sirs:




     Heidmar Inc. (“Heidmar”) confirms the admission of Ridgebury Tankers Ltd (“Ridgebury” which
shall include subsidiaries and other affiliates, successors and assigns, and without limiting the
foregoing, shall include all entities used to acquire the vessels contemplated herein and hereby)
into the Blue Fin Tankers Pool subject to the following terms and conditions:




     1.     Ridgebury shall enter into the Blue Fin Tankers Pool all Suezmax vessels
acquired by Ridgebury (whether by purchase, charter or otherwise) for a period of three (3)
years from the delivery date of said vessels to the Blue Fin Tankers Pool unless (and then
only for so long as) such vessels arc not traded in the spot market.
Furthermore,
Ridgebury undertakes that the first four (4) Suezmax vessels acquired by Ridgebury and
meeting pool standards shall be entered into the Blue Fin Tankers Pool for three years (and
not removed from the spot market during such period) upon acquisition and qualification.



     2.     Upon delivery of a vessel intended to be entered into the Blue Fin Tankers
Pool as contemplated by the prior paragraph, but prior to its qualification, Heidmar shall
commercially manage said vessel.



     3.     If any of the first four (4) Suezmax tankers acquired by Ridgebury is
removed from the Blue Fin Tankers Pool for any reason whatsoever (including sale,
change or control, etc.) during the first three (3) years after entry of such vessel,
Ridgebury shall pay Heidmar a fee per ship as follows:



	 	 	 	 	 	 	 	 	 

	First two and one quarter years:
	 	$	350,000	 	 	 	 	 
	Second quarter of third year:
	 	$	262,500	 	 	 	 	 






 





Heidmar Inc.     20 Glover Avenue     Norwalk, CT 06850     USA

Main Line: +1 (203) 662-2600     Fax: +1 (203) 662-2781     bulletin@heidmar.com

www.Heidmar.com     www.eFleetWatch.com



 









 










	 	 	 	 	 	 	 	 	 

	Third quarter of third year:
	 	$	175,000	 	 	 	 	 
	Fourth quarter of third year:
	 	$	87,500	 	 	 	 	 






     4.     All other tankers acquired by Ridgebury (whether by purchase, charter or
otherwise) and traded in the spot market shall be offered for entry into any applicable
Heidmar-managed pools.



     5.     No party to this letter agreement shall make or allow any statement to a
third party concerning the existence or subject of this letter agreement or the relationship
of the parties without the prior written approval of the other party
to this letter agreement,
except, and only to the extent, as may be required to comply with the requirements of
applicable law or the applicable rules and regulations of any recognized stock exchange
and then only after consultation with the other party to this letter agreement. Equitable
relief shall be available for the enforcement of this provision.



     For the avoidance of doubt these terms and conditions are in addition to the terms and
conditions of pool membership as set forth in the Pool Agreement to
be executed by Heidmar, Blue
Fin Tankers Inc. and Ridgebury and the Time Charter to be executed by Blue Fin Tankers Inc. and
Ridgebury. This letter supersedes and replaces the letter agreement of May 15, 2010 between the
parties hereto.



     THIS LETTER AGREEMENT WELL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. YOU AGREE THAT ANY PROCEEDING
RELATING TO THIS LETTER AGREEMENT SHALL BE BROUGHT IN A COURT OF COMPETENT JURISDICTION LOCATED IN
NEW YORK.



Signature page follows



 





Heidmar Inc.     20 Glover Avenue     Norwalk, CT 06850     USA

Main Line: +1 (203) 662-2600     Fax: +1 (203) 662-2781     bulletin@heidmar.com

www.Heidmar.com     www.eFleetWatch.com



 









 










	 	 	 	 	 
	 	Very truly yours,

Heidmar Inc.

 	 
	 	By:  	/s/ Tim Brennan	 
	 	 	Name:  	Tim Brennan 	 
	 	 	Title:  	President - CEO 	 
	 



Accepted and Agreed to;




Ridgebury Tankers Ltd




	 	 	 	 	 

	by:

	 	/s/ Robert P. Burke
	 	 
	 

	 	 	 	 
	 

	 	Robert P. Burke	 	 






Consented to:




Blue Fin Tankers Inc.




	 	 	 	 	 

	by:

	 	/s/ Ben Ognibene
	 	 
	 

	 	 	 	 
	 

	 	Managing Director	 	 






 





Heidmar Inc.     20 Glover Avenue     Norwalk, CT 06850     USA

Main Line: +1 (203) 662-2600     Fax: +1 (203) 662-2781     bulletin@heidmar.com

www.Heidmar.com     www.eFleetWatch.com