EXHIBIT 10.2


 


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, officer 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 her 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 her 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 her 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 an officer or
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 her 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 her 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 the Secretary and 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


 


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respect
to the undersigned’s background and contains all of the information required to
be disclosed 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)           she 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)           she 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 she is not
currently a defendant in any such criminal proceeding; and


 


(c)           she 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 Secretary and 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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  Vasiliki Papaefthymiou

  	
   

  
	
   

  	
  Print Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Vasiliki
  Papaefthymiou

  	
   

  
	
   

  	
  Signature

  
				



 


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Exhibit A


 


Vasiliki
Papaefthymiou has been our secretary and a member of our
board of directors since our inception. 
Ms. Papaefthymiou has served as general counsel for Maritime Enterprises
since October 2001, where she has advised that company on shipping, corporate and finance
legal matters.  Ms. Papaefthymiou
provided similar services as general counsel to Franser Shipping from
October 1991 to September 2001. 
Ms. Papaefthymiou received
an undergraduate degree from the Law School of the University of Athens and a
masters degree in Maritime Law from Southampton University in the United
Kingdom.  Ms. Papaefthymiou is
also admitted to practice
before the Bar in Athens, Greece.