Norwegian Shipbrokers' Association's Memo- 
randum of Agreement for
		sale and purchase of 
ships. Adopted by The Baltic and International
		
Maritime Council (BIMCO) in 1956.
	 

	 
		Code-name
	 

	 
		SALEFORM 1993 
	 

	 
		Revised 1966, 1983 and 1986/87.
	 

	 
		MEMORANDUM OF
		AGREEMENT
	 

	 
		

	 

	 
		Dated:
		 ........................2005

	 

	 
		

	 

	 
		 Shipcare Dominion S.A. of Panama
	 

	 
		hereinafter called the Sellers, have agreed to sell, and
	 

	 
		Navios Maritime Holdings Inc. of the Marshall Islands or nominee
		
	 

	 
		hereinafter called the Buyers, have agreed to buy
	 

	 
		

	 

	 
		Name:  Gemini S
	 

	 
		

	 

	 
		Classification Society/Class:  Nippon Kaiji Kyokai
	 

	 
		

	 

	 		
	
			 
				Built: 1994
			 

		  	
			 
				By:  Sasebo Heavy Industries Co. Ltd.
			 

		  
	 	 
	
			 
				Flag: Panama
			 

		  	
			 
				Place of Registration:  Panama
			 

		  
	 	 
	
			 
				Call Sign: 3 F M N 4
			 

		  	
			 
				Grt/Nrt:  36,074  / 23,452
			 

		  
	 	 
	
			 
				Register Number:   21657-94-C
			 

		  	 


	 
		

	 

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

	 
		

	 

	 
		Definitions 
	 

	 
		

	 

	 
		“Banking days” are days on which banks are open both in the
		country of the currency stipulated for the Purchase Price in Clause 1 and in
		the place of closing stipulated in Clause 8.
	 

	 
	 

	 
		“In writing” or  “written” means a letter handed
		over from the Sellers to the Buyers or vice versa, a registered letter, telex,
		telefax or other modern form of written communication.
	 

	 
	 

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

	 
		

	 

	 	 
			 
				 1. 
			 

			  	 
			 
				 Purchase Price 
			 

			  
	  
			 
				 Twenty-Six million Five hundred thousand United States
				Dollars (US$ 26,500,000) 
			 

		  
	 	 
	 
			 
				 2. 
			 

			  	 
			 
				 Deposit 

			 

			  
	 	 
	
			 
				As security for the
				correct fulfillment of this Agreement the Buyers shall pay a deposit of 10 %
				(ten per cent) of the Purchase Price within banking days from the date of this
				Agreement. This deposit shall be placed with 
			 

			 
				

			 

		  
	
			 
				and held by them in a
				joint account for the Sellers and the Buyers, to be released in accordance with
				joint written instructions of the Sellers and the Buyers. Interest, if any, to
				be credited to the Buyers. Any fee charged for holding the said deposit shall
				be borne equally by the Sellers and the Buyers. 
			 

		  
	 	 
	
			 
				 3.
			 

		  	
			 
				Payment (see also Clause 20)
			 

		  
	 	 
	
			 
				The said Purchase Price shall be paid
				in full by
				..................United States Dollars
				(US$...........) in cash ("the Cash Portion") and partly in
				...................... (............) common
				shares (the "Purchased Securities") of Navios Maritime Holdings Inc. The Cash
				Portion of the said Purchase Price shall be paid free of bank charges to
				Sellers' designated bank account 
			 

		  
	 
	
			 
				on delivery of the Vessel, but not later than 3 banking days after
				the Vessel is in every respect physically ready for delivery in accordance with
				the terms and conditions of this Agreement and Notice of Readiness has been
				given in accordance with Clause 5.
			 

		  


	 
		
 

	 

	 
		

	 

	 
		

	 

	 

	 
	 	
			 
				4.
			 

		  	
			 
				Inspections
			 

		  
	 	 
	
			 
				a)*
			 

		  	
			 
				The Buyers have inspected and accepted the Vessel’s
				classification records. The Buyers
				have also inspect the Vessel at/in
				                                                  on

			 

		  
		
			 
				and have accepted the Vessel following this inspection and the sale
				is outright and definite, subject only to the terms and conditions of this
				Agreement.
			 

		  
	 	 
	
			 
				b)*
			 

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

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

		  
	 	 
		
			 
				The Buyers shall
				undertake the inspection without undue delay to the Vessel. Should the Buyers
				cause undue delay they shall compensate the Sellers for the losses thereby
				incurred. The Buyers shall inspect the Vessel without opening up and without
				cost to the Sellers. During the inspection, the Vessel’s deck and engine
				log books shall be made available for examination by the Buyers. If the Vessel
				is accepted after such inspection, the sale shall become outright and definite,
				subject only to the terms and conditions of this Agreement, provided the
				Sellers receive written notice of acceptance from the Buyers within 72 hours
				after completion of such inspection. 
			 

		  
		
			 
				Should notice of
				acceptance of the Vessel’s classification records and of the Vessel not be
				received by the Sellers are aforesaid, the deposit together with interest
				earned shall be released immediately to the Buyers, whereafter this Agreement
				shall be null and void. 
			 

		  
	 	 
	
			 
				*
			 

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

		  
	 	 
	
			 
				5.
			 

		  	
			 
				Notices, time and place of delivery 
			 

		  
	 	 
	
			 
				a)
			 

		  	
			 
				The Sellers shall keep the Buyers well informed of the
				Vessel’s itinerary and shall provide the Buyers with 7, 5,
				and 3 days notice of the estimated time of arrival at the
				intended place of drydocking/underwater inspection/delivery. When the Vessel is
				at the place of delivery and in every respect physically ready for delivery in
				accordance with this Agreement, the Sellers shall give the Buyers a written
				Notice of Readiness for delivery.
			 

		  
	 	 
	
			 
				b)
			 

		  	
			 
				The Vessel shall be delivered and taken over safely afloat at a
				safe and accessible berth or  anchorage
				at/in worldwide at a
				mutually agreed port
			 

		  
	 	 
	 	
			 
				In the Seller’s option.
			 

		  
	 	 
		
			 
				Expected time of delivery:  December 2005
			 

		  
	 	 
		
			 
				Date of canceling (see Clauses 5 c), 6 b) (iii) and 14):
				 31st January 2006
			 

		  
	 	 
	
			 
				c)
			 

		  	
			 
				If the Sellers anticipate that, notwithstanding the exercise of due
				diligence by them, the Vessel will not be ready for delivery by the cancelling
				date they may notify the Buyers in writing stating the date when they
				anticipate that the Vessel will be ready for delivery and propose a new
				cancelling date. Upon receipt of such notification the Buyers shall have the
				option either cancelling this Agreement in accordance with Clause 14 within 7
				running days of receipt of the notice or of accepting the new date as the new
				cancelling date. If the Buyers have not declared their option within 7 running
				days of receipt of the Sellers’ notification or if the Buyers accept the
				new date, the date proposed in the Sellers’ notification shall be deemed
				to be the new cancelling date and shall be substituted for the cancelling date
				stipulated in line 61.
			 

		  
	 	 
	 	
			 
				If this Agreement is maintained with the new cancelling date all
				other terms and conditions hereof including those contained in Clauses 5 a) and
				5 c) shall remain unaltered and in full force and effect.  Cancellation or
				failure to cancel shall be entirely without prejudice to any claim for damages
				the Buyers may have under Clause 14 for the Vessel not being ready by the
				original cancelling date.
			 

		  


	 
		
 

	 

	 
		

	 

	 
		

	 

	 

	 
	 	
			 
				d)
			 

		  	
			 
				Should the Vessel become an actual, constructive or compromised
				total loss before delivery the
				deposit together with interest earned shall be released immediately to the
				Buyers whereafter  this Agreement shall be null and void.
			 

		  
	
			 
			 

		  	 
	
			 
				6.
			 

		  	
			 
				Drydocking/Divers
				Inspection
			 

		  
	 	 
	
			 
				a)**
			 

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

		  
	 	 
	
			 
				b)**
			 

		  	
			 
				(i)
				      The Vessel is to be delivered without
				drydocking. However, the Buyers shall have the right at their expense to
				arrange for an underwater inspection by a diver approved by the Classification
				Society prior to the delivery of the Vessel. The Sellers shall at their cost
				make the Vessel available for such inspection. The extent of the inspection and
				the conditions under which it is performed shall be to the satisfaction of the
				Classification Society. If the conditions at the port of delivery are
				unsuitable for such inspection, the Sellers shall make the Vessel available at
				a suitable alternative place near to the delivery port.
			 

		  
	 	 
	 	
			 
				(ii)       If the rudder, propeller,
				bottom or other underwater parts below the deepest load line are found broken,
				damaged or defective so as to affect the Vessel’s class, then unless
				repairs can be carried out afloat to the satisfaction of the Classification
				Society, the Sellers shall arrange for the Vessel to be drydocked at their
				expense for inspection by the Classification Society of the Vessel’s
				underwater parts below the deepest load line, the extent of the inspection
				being in accordance with the Classification Society’s rules. If the
				rudder, propeller, bottom or other underwater parts below the deepest load line
				are found broken, damaged or defective so as to affect the Vessel’s class,
				such defects shall be made good by the Sellers at their expense to the
				satisfaction of the Classification Society without condition/recommendation*.
				In such event the Sellers are to pay also for the cost of the underwater
				inspection and the Classification Society’s attendance.
			 

		  
	 	 
	 	
			 
				(iii)       If the Vessel is to be
				drydocked pursuant to Clause 6 b) (ii) and no suitable dry-docking facilities
				are available at the port of delivery, the Sellers shall take the Vessel to a
				port where suitable drydocking facilities are available, whether within or
				outside the delivery range as per Clause 5 b). Once drydocking has taken place
				the Sellers shall deliver the Vessel at a port within the delivery range as per
				Clause 5 b) which shall, for the purpose of this Clause, become the new port of
				delivery. In such event the cancelling date provided for in Clause 5 b) shall
				be extended by the additional time required for the drydocking and extra
				steaming, but limited to a maximum of 14 running days.
			 

		  
	 	 
	
			 
				c)
			 

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

		  
	 	 
	 	
			 
				(i)       the Classification Society may
				require survey of the tailshaft system, the extent of the survey being to the
				satisfaction of the Classification surveyor. If such survey is not required by
				the Classification Society, the Buyers shall have the right to require the
				tailshaft to be drawn and surveyed by the Classification Society, the extent of
				the survey being in accordance with the Classification Society’s rules for
				tailshaft survey and consistent with the current stage of the Vessel’s
				survey cycle. The Buyers shall declare whether they require the tailshaft to be
				drawn and surveryed not later than by the completion of the inspection by the
				Classification Society. The drawing and refitting of the tailshaft shall be
				arranged by the Sellers. Should any parts of the tailshaft system be condemned
				or found defective so as to affect the Vessel’s class, those parts shall
				be renewed or made good at the Seller’s expense to the satisfaction of the
				Classification Society without condition/recommendation*.
			 

		  


	 
		

	 

	 

	 
	 
		

	 

	 	 	
			 
				(ii)       the expenses relating to the
				survey of the tailshaft system shall be borne by the Buyers unless the
				Classification Society requires such survey to be carried out, in which case
				the Sellers shall pay these expenses. The Sellers shall also pay the expenses
				if the Buyers require the survey and parts of the system are condemned or found
				defective or broken so as to affect the Vessel’s class*.
			 

		  
	 	 
	 	
			 
				(iii)       the expenses in connection
				with putting the Vessel in and taking her out of drydock, including the drydock
				dues and the Classification Society’s fees shall be paid by the Sellers if
				the Classification Society issues any condition/recommendation* as a result of
				the survey or if it requires survey of the tailshaft system. In all other cases
				the Buyers shall pay the aforesaid expenses, dues and fees.
			 

		  
	 	 
	 	
			 
				(iv)       the Buyers’ representative
				shall have the right to be present in the drydock, but without interfering with
				the work or decisions of the Classification surveyor.
			 

		  
	 	 
	 	
			 
				(v)       the Buyers shall have the right
				to have the underwater parts of the Vessel cleaned and painted at their risk
				and expense without interfering with the Sellers’ or the Classification
				surveyor’s work, if any, and without affecting the Vessel’s timely
				delivery. If, however, the Buyers’ work in drydock is still in progress
				when the Sellers have completed the work which the Sellers are required to do,
				the additional docking time needed to complete the Buyers’ work shall be
				for the Buyers’ risk and expense. In the event that the Buyers’ work
				requires such additional time, the Sellers may upon completion of the
				Seller’s work tender Notice of Readiness for delivery whilst the Vessel is
				still in drydock and the Buyers shall be obliged to take delivery in accordance
				with Clause 3, whether the Vessel is in drydock or not and irrespective of
				Clause 5 b).
			 

		  
	 	 
	
			 
				*
			 

		  	
			 
				Notes, if any, in the surveyor’s report which are accepted by
				the Classification Society without condition/recommendation are not to be taken
				into account.
			 

		  
	 	 
	
			 
				**
			 

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

		  
	 	 
	
			 
				7.
			 

		  	
			 
				Spares/bunkers, etc.
			 

		  
	 
	
			 
				The Sellers shall deliver the Vessel to the Buyers with everything
				belonging to her on board and on shore.  All spare parts and spare
				equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller
				blade(s), if any, belonging to the Vessel
				at the time of inspection
				used or unused, whether on board or not shall become the Buyers’
				property, but spares on order are to be excluded. Forwarding charges, if any,
				shall be for the Buyers’ account. The Sellers are not required to replace
				spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller
				blade(s) which are taken out of spare and used as replacement prior to
				delivery, but the replaced items shall be the property of the Buyers. The radio
				installation and navigational equipment shall be included in the sale without
				extra payment if they are the property of the Sellers.  Unused stores and
				provisions shall be included in the sale and be taken over by the Buyers
				without extra payment.
			 

		  
	 
	
			 
				The Sellers have the right to take ashore crockery, plates,
				cutlery, linen and other articles bearing the   Sellers’ flag or
				name, provided they replace same with similar unmarked items.  Library,
				forms, etc., exclusively for use in the Sellers’ vessel(s), shall be
				excluded without compensation. Captain’s, Officers’ and
				Crew’s personal belongings including the slop chest are to be excluded
				from the sale, as well as the following additional items (including items on
				hire):
			 

		  
	 
	
			 
				The Buyers shall take over the remaining
				bunkers and unused
				lubricating oils in storage tanks and sealed drums and pay the current net
				market price (excluding barging
				expenses) at the port and date of delivery of the Vessel.
			 

			 
				Payment under this Clause shall be made at the same time and place
				and in the same currency as the Purchase Price.
			 

			 
				

			 

		  


	 
		
 

	 

	 
		

	 

	 
		

	 

	 

	 
	 	
			 
				8.
			 

		  	
			 
				Documentation
			 

		  
	 
	
			 
				The place of closing:  Piraeus, Greece
			 

		  
	 
	
			 
				In exchange for payment of the Purchase Price the Sellers shall
				furnish the Buyers with delivery documents, namely:
			 

		  
	 
	
			 
				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 for all encumbrances, mortgages and maritime liens or any
				other debts or claims whatsoever, duly notarially attested and legalized by the
				consul of such country or other competent authority.
			 

		  
	 	 
	
			 
				b)
			 

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

		  
	 	 
	
			 
				c)
			 

		  	
			 
				Confirmation of Class issued within 72 hours prior to delivery.
			 

		  
	 	 
	
			 
				d)
			 

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

		  
	 	 
	
			 
				e) 
			 

		  	
			 
				 Certificate of
				Deletion of the Vessel from the Vessel’s registry or other official
				evidence of deletion appropriate to the Vessel’s registry at the time or
				delivery, or, in the event that the registry does not as a matter of practice
				issue such documentation immediately, a written undertaking by the Sellers to
				effect deletion from the Vessel’s registry forthwith and furnish a
				Certificate or other official evidence of deletion to the Buyers promptly and
				latest within 4 (four) weeks after the Purchase Price has been paid and the
				Vessel has been delivered. 
			 

		  
	 	 
	
			 
				f)
			 

		  	
			 
				Any such additional documents as may reasonably be required by the
				competent authorities for the purpose of registering the Vessel, provided the
				Buyers notify the Sellers of any such documents as soon as possible after the
				date of this Agreement.
			 

		  
	 	 
	
			 
				At the time of delivery the Buyers and Sellers shall sign and
				deliver to each other a Protocol of Delivery and Acceptance confirming the date
				and time of delivery of the Vessel from the Sellers to the Buyers.
			 

		  
	 
	
			 
				At the time of delivery the Sellers shall hand to the Buyers the
				classification certificate(s) as well as all plans etc., which are on board the
				Vessel. Other certificates which are on board the Vessel shall also be handed
				over to the Buyers unless the Sellers are required to retain same, in which
				case the Buyers to have the right to take copies. Other technical documentation
				which may be in the Sellers’ possession shall be promptly forwarded to the
				Buyers at their expense, if they so request. The Sellers may keep the
				Vessel’s log books but the Buyers to have the right to take copies of
				same.
			 

		  
	
			 
				

			 

		  
	
			 
				9.
			 

		  	
			 
				Encumbrances
			 

		  
	 
	
			 
				The Sellers warrant that the Vessel, at the time of delivery, is
				free from all charters, encumbrances, mortgages and maritime liens or any other
				debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against
				all consequences of claims made against the Vessel which have been incurred
				prior to the time of delivery.
			 

		  
	 	 
	
			 
				10.
			 

		  	
			 
				Taxes, etc.
			 

		  
	 
	
			 
				Any taxes, fees and expenses in connection with the purchase and
				registration under the Buyers’ flag shall be for the Buyers’ account,
				whereas similar charges in connection with the closing of the Sellers’
				register shall be for the Sellers’ account.
			 

		  
		


	 
		
 

	 

	 
		

	 

	 
		

	 

	 

	 
	 
		

	 

	 	
			 
				11.
			 

		  	
			 
				Condition on delivery
			 

		  
	 
	
			 
				The Vessel with everything belonging to her shall be at the
				Sellers’ risk and expense until she is delivered to the Buyers, but
				subject to the terms and conditions of this Agreement she shall be delivered
				and taken over as she was at the time of inspection, fair wear and tear
				excepted.
			 

			 
				However, the Vessel shall be delivered with her class maintained
				without condition/recommendation*, free of average damage affecting the
				Vessel’s class, and with her classification certificates and national
				certificates, as well as all other certificates the Vessel had at the time of
				inspection, valid and unextended without condition/recommendation* by Class or
				the relevant authorities at the time of delivery.
			 

			 
				“Inspection” in this Clause 11, shall mean the
				Buyers’ inspection according to Clause 4 a) or 4 b), if applicable, or the
				Buyers’ inspection prior to the signing of this Agreement. If the Vessel
				is taken over without inspection, the date of this Agreement shall be the
				relevant date.
			 

		  
	 
	
			 
				*
			 

		  	
			 
				Notes, if any, in the surveyor’s report which are accepted by
				the Classification Society without condition/recommendation are not to be taken
				into account.
			 

		  
	 
	
			 
				12.
			 

		  	
			 
				Name/markings
			 

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

		  
	 
	
			 
				13.
			 

		  	
			 
				Buyers’ default
			 

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

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

		  
	 
	
			 
				14.
			 

		  	
			 
				Sellers’ default
			 

		  
	 
	
			 
				Should the Sellers fail to give Notice of Readiness in accordance
				with Clause 5 a) or fail to be ready to validly complete a legal transfer by
				the date stipulated in line 61 the Buyers shall have the option of cancelling
				this Agreement provided always that the Sellers shall be granted a maximum of 3
				banking days after Notice of Readiness has been given to make arrangements for
				the documentation set out in Clause 8. If after Notice of Readiness has been
				given but before the Buyers have taken delivery, the Vessel ceases to be
				physically ready for delivery and is not made physically ready again in every
				respect by the date stipulated in line 61 and new Notice of Readiness given,
				the Buyers shall retain their option to cancel.
				In the event that the Buyers elect
				to cancel this Agreement the deposit together with interest earned shall be
				released to them immediately. 
			 

			 
				Should the Sellers fail to give Notice of Readiness by the date
				stipulated in line 61 or fail to be ready to validly complete a legal transfer
				as aforesaid they shall make due compensation to the Buyers for their loss and
				for all expenses together with interest if their failure is due to proven
				negligence and whether or not the Buyers cancel this Agreement.
			 

		  
	 
	
			 
				15.
			 

		  	
			 
				Buyers’ representatives
			 

		  
	 
	
			 
				After this Agreement has been signed by both parties
				and the deposit has been
				lodged, the Buyers have the right to place two representatives on board
				the Vessel at their sole risk and expense upon arrival at the last
				loading port prior to Vessel's delivery on or about
			 

			 
				These representatives are on board for the purpose of
				familiarization and in the capacity of observers only, and they shall not
				interfere in any respect with the operation of the Vessel. The Buyers’
				representatives shall sign the Sellers’ letter of indemnity prior to their
				embarkation.
			 

		  


	 
		

	 

	 

	 
	 
		

	 

	 

	 	
			 
				16.
			 

		  	
			 
				Arbitration
			 

		  
	 	 
	
			 
				a)*
			 

		  	
			 
				This Agreement shall be governed by and construed in accordance
				with English law and any dispute arising out of this Agreement shall be
				referred to arbitration in London in accordance with the Arbitration Acts 1950
				and 1979 or any statutory modification or re-enactment thereof for the time
				being in force, one arbitrator being appointed by each party. On the receipt by
				one party of the nomination in writing of the other party’s arbitrator,
				that party shall appoint their arbitrator within fourteen days, failing which
				the decision of the single arbitrator appointed shall apply. If two arbitrators
				properly appointed shall not agree they shall appoint an umpire whose decision
				shall be final.
			 

		  
	 	 
	
			 
				b)* 
			 

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

			 
				The proceedings shall
				be conducted in accordance with the rules of the Society of Maritime
				Arbitrators, Inc. New York. 
			 

		  
	 	 
	
			 
				c)* 
			 

		  	
			 
				Any dispute arising out
				of this Agreement shall be referred to arbitration at
				             ,
				subject to the procedures applicable there. The laws of
				                 
				shall govern this Agreement. 
			 

		  
	 	 
	
			 
				*
			 

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

		  


	 
		
 

	 

	 
		

	 

	 
		

	 

	 

	 
	 
		Appendix to Memorandum of Agreement code-name SALEFORM 1993
		–dated ............ 2005 m/v Gemini S
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		CLAUSE 17
	 

	 
		

	 

	 
		It is a further condition of this sale that simultaneously upon delivery,
		the Buyers will take over the Vessel's present time charter to Messrs. CARGILL
		INTERNATIONAL S.A. – GENEVA ("the Charterers")
	 

	 
		

	 

	 
		Buyers have studied relevant charter party and have accepted same.
	 

	 
		

	 

	 
		A tripartite agreement between Buyers, Sellers and Charterers will be
		signed on or prior to the Vessel's delivery and incorporated as annex to this
		agreement.
	 

	 
		

	 

	 
		CLAUSE 18
	 

	 
		

	 

	 
		Sellers confirm to the best of their knowledge that the Vessel is not
		blacklisted by any country, state, union, or organization such as ITF or by the
		Arab boycott league or any port authorities worldwide.  Sellers confirm
		that Vessel did not call at any former USSR pacific ports.
	 

	 
		

	 

	 
		CLAUSE 19
	 

	 
		

	 

	 
		The price, terms and conditions of the sale to be kept strictly private
		and confidential by all parties concerned.  However, should the details of
		the sale  become known or reported in the market, neither the buyers nor
		the sellers shall have the right to cancel this contract.
	 

	 
		

	 

	 
		CLAUSE 20 
	 

	 
		On delivery of the Vessel and in addition to the Payment of the Cash
		Portion of the Vessel's Purchase Price by the Buyers to the Sellers, the Buyers
		shall deliver to the Sellers or their nominees the Purchased Securities in
		exchange of the documents referred to in Clause 8 of this Memorandum of
		Agreement.
	 

	 
		20.1
	 

	 
		The Buyers hereby represent and warrant to the Sellers that on the date
		of delivery of the Vessel by the Sellers to the Buyers:
	 

	 
		

	 

	 
		20.1.1
	 

	 
		the Buyers are a company, duly incorporated under the laws of the
		Marshall Islands;
	 

	 
		

	 

	 
		20.1.2
	 

	 
		the Buyers are in good financial condition;
	 

	 
		

	 

	 
		20.1.3
	 

	 
		the Buyers have full corporate power to enter into and perform the
		transactions contemplated in this Memorandum of Agreement and such transactions
		and this Memorandum of Agreement and the execution thereof and issuance of the
		Purchased Securities have been duly authorised by their Board of Directors;
	 

	 
		

	 

	 
		20.1.4
	 

	 
		all consents required from any governmental authority in the place of
		their incorporation and in the place in which they carry on business, to enable
		the Buyers to perform and have their respective obligations hereunder have been
		obtained and are in full force and effect;
	 

	 
		

	 

	 
		20.1.5
	 

	 
		the Buyers are the sole owners of the Purchased Securities which are free
		and clear of any lien, charge option, right of pre-emption or other encumbrance
		or third party right whatsoever and the Buyers have not exercised any lien over
		any of their issued shares and there is no outstanding call on any of the
		Purchased Securities and all of the Purchased Securities are fully paid;
	 

	 
		

	 

	 
		20.1.6
	 

	 
		the Buyers are not in breach of any law or regulation which may be
		binding upon them and they will not by virtue of entering into and performing
		this Memorandum of Agreement be in breach of any such law or regulation or of
		any agreement which may be binding upon them.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 

	 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		20.2
	 

	 
		Finally, the Sellers hereby represent and warrant the following in
		connection with the Purchased Securities:  
	 

	 
		20.2.1
	 

	 
		Investment.  Sellers are acquiring the Purchased Securities for
		their own account, not as a nominee or agent, and not with a view to, or for
		sale in connection with, any distribution thereof.  The Sellers understand
		that the Purchased Securities have not been registered under the Securities Act
		of 1933, as amended (the "Securities Act"), or any state securities laws, by
		reason of specific exemptions from the registration provisions of the
		Securities Act and such laws that may depend upon, among other things, the
		bona fide nature of Sellers' investment intent as expressed herein.
		 Sellers are an “accredited investor” as defined in Rule 501 of
		Regulation D adopted under the Securities Act.
	 

	 
		20.2.2
	 

	 
		Access to Information.  Sellers have had adequate opportunity to ask
		questions of and receive answers from the Buyers and their officers
		concerning the terms and conditions of the receipt of the Purchased
		Securities in partial payment for the Vessel's purchase price to be made
		pursuant hereto.  Sellers have further had an opportunity to inspect and
		copy all material documents related to the Buyers, including, but not
		limited to, the Buyers' Certificate of Incorporation and Bylaws and to
		obtain any additional information that is necessary to verify the accuracy of
		the information the Sellers have received.  The foregoing, however,
		does not limit or modify the representations and warranties of the Buyers
		in this Agreement or the right of Sellers to rely thereon.
	 

	 
		20.2.3
	 

	 
		Experience.  Sellers have substantial experience in evaluating and
		investing in transactions of securities and Sellers acknowledge that
		they are capable of evaluating the merits and risks of an investment in
		the Buyers and have the capacity to protect their own interests.
		 Sellers represent and warrant to the Buyers that they are aware that
		their acceptance and receipt of the Purchased Securities hereunder
		involves substantial risk and that their financial condition and investments
		are such that they are in a financial position to hold the Purchased Securities
		for an indefinite period of time and to bear the economic risk of a loss of
		such investment.
	 

	 
		Provided however that in case that the Buyers nominate another company to
		acquire the Vessel  hereunder all reference to the Buyers in this Clause
		20 shall be deemed to be references to Navios Maritime Holdings Inc.
	 

	 
		

	 

	 
		This Memorandum of Agreement is drawn up in two originals with even tenor
		and date.  One original shall be retained by the Sellers and one original
		shall be retained by the Buyers.
	 

	 
		

	 

	 
		

	 

	 
		For the Sellers
	 

	 
		For the Buyers
	 

	 
		SHIPCARE DOMINIOΝ S.A.
	 

	 
		NAVIOS MARITIME HOLDINGS INC.
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		By: ____________________
	 

	 
		By:  _____________________________