EXHIBIT 10.5


 


As of October 8,
2004


 


International Shipping
Enterprises, Inc.

1225
Franklin Avenue, Suite 325

Garden City, New York 11530


 


Sunrise Securities Corp.

641 Lexington Avenue

25th Floor

New York, New York 10022


 


Re:          Initial
Public Offering


 


Gentlemen:


 


The undersigned stockholder and director of
International Shipping Enterprises, Inc. (“Company”), in consideration of
Sunrise Securities Corp. (“Sunrise”) entering into a letter of intent (“Letter
of Intent”) to underwrite an initial public offering of the securities of the
Company (“IPO”) and embarking on the IPO process, hereby agrees as follows
(certain capitalized terms used herein are defined in paragraph 11 hereof):


 


1.             If the
Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all Insider Shares owned by him in accordance with the
majority of the votes cast by the holders of the IPO Shares.  


 


2.             In the event
that the Company fails to consummate a Business Combination within 12 months
from the effective date (“Effective Date”) of the registration statement
relating to the IPO (or 18 months under the circumstances described in the
prospectus relating to the IPO), the undersigned will take all reasonable
actions within his power to cause the Company to liquidate as soon as
reasonably practicable. In such event, the  undersigned hereby waives any and all right,
title, interest or claim of any kind in or to any liquidating distributions by
the Company including, without limitation, any distribution of the Trust
Fund (as defined in the Letter of Intent) as a result of such liquidation with respect
to his Insider Shares (“Claim”) and hereby waives any Claim the undersigned may
have in the future as a result of, or arising out of, any contracts or
agreements with the


 
















 


Company
and will not seek recourse against the Trust Fund for any reason whatsoever.  


 


3.             In order to
minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or until such time as the undersigned ceases to be a director of the
Company, subject to any pre-existing fiduciary obligations the undersigned
might have.


 


4.             The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination which involves a company which is affiliated with any of
the Insiders unless
the Company obtains an opinion from an independent investment banking firm
reasonably acceptable to Sunrise that the business combination is fair to the
Company’s stockholders from a financial perspective.


 


5.             Neither the undersigned, any
member of the family of the undersigned, nor any Affiliate of the undersigned
will be entitled to receive and will not accept any compensation for services
rendered to the Company prior to the consummation of the Business Combination;
provided that the undersigned shall be entitled to reimbursement from the
Company for his out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.


 


6.             Neither
the undersigned, any member of the family of the undersigned, or any Affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of
the undersigned or any Affiliate of the undersigned originates a Business
Combination.  


 


7.             The
undersigned will escrow his Insider Shares for the three year period commencing
on the Effective Date subject to the terms of a Stock Escrow Agreement which
the Company will enter into with the undersigned and an escrow agent acceptable
to the Company.


 


8.             The undersigned
agrees to be a member of the Board of Directors of the Company until the
earlier of the consummation by the Company of a Business Combination or the liquidation
of the Company.  The undersigned’s
biographical information furnished to the Company and Sunrise and attached
hereto as Exhibit A is true and accurate in all respects, does not omit any
material information with respect to the undersigned’s background and contains
all of the information required to be disclosed


 


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pursuant
to Section 401 of Regulation S-K, promulgated under the Securities Act of
1933.  The undersigned’s Questionnaire
furnished to the Company and Sunrise and annexed as Exhibit B hereto is
true and accurate in all respects.  The
undersigned represents and warrants that:


 


(a)           he is not
subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction;


 


(b)           he has never
been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling
of funds of another person, or (iii) pertaining to any dealings in any
securities and he is not currently a defendant in any such criminal proceeding;
and


 


(c)           he has never
been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or
registration denied, suspended or revoked.


 


9.             The undersigned
has full right and power, without violating any agreement by which she is
bound, to enter into this letter agreement and to serve as a member of the Board
of Directors of the Company.


 


10.           The undersigned authorizes any employer, financial
institution, or consumer credit reporting agency to release to Sunrise and its
legal representatives or agents (including any investigative search firm
retained by Sunrise) any information they may have about the undersigned’s
background and finances (“Information”). 
Neither Sunrise nor its agents shall be violating the undersigned’s
right of privacy in any manner in requesting and obtaining the Information and
the undersigned hereby releases them from liability for any damage whatsoever
in that connection.


 


11.           As used herein, (i) a “Business Combination” shall mean an acquisition by
merger, capital stock exchange, asset or stock acquisition, reorganization or
otherwise, of one
or more vessels or an operating business in the shipping industry
selected by the Company; (ii) “Insiders” shall mean all officers, directors and
stockholders of the Company immediately prior to the IPO; (iii) “Insider
Shares” shall mean all of the shares of Common Stock of the Company owned by an
Insider prior to the IPO; and (iv) “IPO Shares” shall mean the shares of
Common Stock issued in the Company’s IPO.


 


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  John Stratakis

  	
   

  
	
   

  	
  Print Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John Stratakis

  	
   

  
	
   

  	
  Signature

  
				



 


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Exhibit A


 


John Stratakis has been a member of our board of
directors since our inception.  Since
1994, Mr. Stratakis has been a partner with the law
firm of Poles, Tublin, Stratakis,
Gonzalez & Weichert, LLP,
in New York, New York, where he specializes in all aspects of marine finance
and admiralty law, real estate, trusts and estates and general corporate
law.  From 1992 to 1993, Mr. Stratakis was an associate attorney with Wilson, Elser, Moskowitz Edelman &
Dicker, in New York, New York.  Mr. Stratakis also has been a director and the Treasurer of the
Hellenic-American Chamber of Commerce in New York since 2000.  Mr. Stratakis
received a bachelor of arts (summa cum laude)
from Trinity College and a juris doctor degree from
Washington College of Law-American University. 
Mr. Stratakis is admitted to practice law in
the State of New York and in the courts of the Southern and Eastern Districts
of New York.