INVESTMENT MANAGEMENT TRUST AGREEMENT

            This Agreement is made as of _________, 2005 by and between Star
Maritime Acquisition Corp. (the "Company") and American Stock Transfer & Trust
Company ("Trustee").

            WHEREAS, the Company's Registration Statement on Form S-1, No.
333-125662 ("Registration Statement"), for its initial public offering of
securities ("IPO") has been declared effective as of the date hereof by the
Securities and Exchange Commission ("Effective Date"); and

            WHEREAS, Maxim Group LLC ("Maxim") is acting as the representative
of underwriters (the "Underwriters") in the IPO; and

            WHEREAS, as described in the Company's Registration Statement, (i)
in accordance with the Company's Certificate of Incorporation, $[184,675,000] of
the net proceeds of the IPO ($[212,925,000] if the Underwriter's over-allotment
option is exercised in full) (the "Base Deposit"), and (ii) in accordance with
the Underwriting Agreement, dated as of ________, 2005, between the Company and
Maxim, as representative of the Underwriters, an additional $4,000,000
($5,200,000 if the Underwriters' over-allotment option is exercised in full),
representing a portion of the Underwriters' discount (the "Contingent
Discount"), will be delivered to the Trustee to be deposited and held in a trust
account for the benefit of the Company, the public holders of the Common Stock,
par value $.001 per share, of the Company ("Common Stock") included in the units
of the Company's securities issued in the IPO (the "Units") and the Underwriters
and, in the event the Units are registered in Colorado, pursuant to Section
11-51-302(6) of the Colorado Revised Statutes, a copy of which statute is
attached hereto and made a part hereof. The amount to be delivered to the
Trustee will be referred to herein as the "Property," the stockholders for whose
benefit the Trustee shall hold the Property will be referred to as the "Public
Stockholders," and the Public Stockholders, the Company and Maxim will be
referred to together as the "Beneficiaries"). The term "Public Stockholders"
shall not include the individuals listed on Schedule 1 hereto with respect to
the number of shares of Common Stock set forth opposite their respective names
(which shares of Common Stock constitute the shares of Common Stock underlying
the Units purchased by such individuals in the IPO); and

            WHEREAS, the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property;

            NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants
to:

            (a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement, including the terms of Section 11-51-302(6) of
the Colorado Statute with respect to Public Stockholders resident in Colorado,
in a segregated trust account ("Trust Account") established by the Trustee with
Lehman Brothers Inc.;

            (b) Manage, supervise and administer the Trust Account subject to
the terms and conditions set forth herein;

            (c) In a timely manner, upon the instruction of the Company, to
invest and reinvest the Property in "government securities" within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of
180 days or less or in any open ended investment company registered under the
Investment Company Act of 1940 that holds itself out as a money market fund
meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7
promulgated under the Investment Company Act of 1940;


                                       1
<PAGE>


            (d) Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the "Property," as such term is
used herein;

            (e) Notify the Company and Maxim of all communications received by
it with respect to any Property requiring action by the Company;

            (f) Supply any necessary information or documents as may be
requested by the Company in connection with the Company's preparation of the tax
returns for the Trust Account;

            (g) Participate in any plan or proceeding for protecting or
enforcing any right or interest arising from the Property if, as and when
instructed by the Company and/or Maxim to do so;

            (h) Render to the Company and to Maxim, and to such other person as
the Company may instruct, monthly written statements of the activities of and
amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;

            (i) Commence liquidation of the Trust Account upon receipt of the
Officers' Certificate signed by the Chief Executive Officer and Chief Financial
Officer in accordance with the terms of a letter ("Termination Letter"), in a
form substantially similar to that attached hereto as Exhibit A or Exhibit B,
signed on behalf of the Company by its Chief Executive Officer and Chief
Financial Officer, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein. The Trustee understands and
agrees that, except as provided in Section 1(j) and Section 2 hereof,
disbursements from the Trust Account shall be made only pursuant to a duly
executed Termination Letter, together with the other documents referenced
herein, including, without limitation, an independently certified oath and
report of inspector of election in respect of the stockholder vote in favor of
the Business Combination (as hereinafter defined). In all cases, the Trustee
shall provide Maxim with a copy of any Termination Letters, Officers'
Certificates and/or any other correspondence that it receives with respect to
any proposed withdrawal from the Trust Account promptly after it receives same.
As used in this Agreement, the term "Business Combination" means the acquisition
by the Company, through merger, capital stock exchange, asset acquisition or
similar business combination of an operating business in the shipping industry
as more fully described in the prospectus forming a part of the Registration
Statement; and

            (j) As of the date 18 months from the date of this Agreement (the
"LOI Termination Date") (or 24 months from the date hereof in the event the
Company has executed a Letter of Intent (defined below) prior to the LOI
Termination Date but failed to consummate a Business Combination ("Second
Termination Date"), commence liquidation of the Trust Account. The Trustee, upon
consultation with the Company and Maxim, shall deliver a notice to Public
Stockholders of record as of the LOI Termination Date or Second Termination
Date, whichever the case may be, by U.S. mail or via the Depository Trust
Company ("DTC"), within five days of the LOI Termination Date or Second
Termination Date, to notify the Public Stockholders of such event and take such
other actions as it may deem necessary to inform the Beneficiaries. The Trustee
shall deliver to each Public Stockholder its ratable share of the Property
against satisfactory evidence of delivery of the stock certificates by the
Public Stockholders to the Company through DTC, its Deposit Withdraw Agent
Commission (DWAC) system or as otherwise presented to the Trustee.
Notwithstanding the foregoing, if the Trustee receives a bona fide, executed
letter of intent, agreement in principle or engagement letter (a "Letter of
Intent") for a Business Combination prior to the LOI Termination Date
accompanied by an Officers' Certificate as described in Section 3(e) hereof,
then the Trustee shall forego or suspend any liquidation of the Trust Account
until the earlier of a Business Combination or the Second Termination Date.


                                       2
<PAGE>


2. Limited Distributions of Income on Property.

            (a) Upon receipt by the Trustee of an Officer's Certificate signed
by the Chief Executive Officer and Chief Financial Officer of the Company
certifying as true, accurate and complete a copy of any tax return required to
be filed on behalf of the Trust Account in respect of income earned on the
Property held therein, the Trustee shall deliver to the Company for submission
to the appropriate taxing authority a check made payable to the order of such
taxing authority in the amount required to pay such taxes; provided, however,
that in no event shall the aggregate amount of all checks issued to taxing
authorities pursuant to this Section 2(a) exceed the income in respect of which
such taxes are due and owing.

            (b) Upon written request from the Company, which may be given not
more than once in any calendar quarter, the Trustee shall distribute to the
Company an amount equal to one-half of the income earned on the Base Deposit,
net of taxes payable, through the last day of the month immediately preceding
the date of receipt of the Company's request; provided; however, that the
maximum amount of distributions, net of taxes, that the Company may request and
the Trustee shall distribute pursuant to this Section 2(b) shall be $2,500,000.

            (c) Except as provided in Sections 2(a) and 2(b) above, no other
distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) and 1(j) hereof.

3. Agreements and Covenants of the Company. The Company hereby agrees and
   covenants:

            (a) To provide all instructions to the Trustee hereunder in writing,
signed by the Company's Chief Executive Officers and Chief Financial Officer. In
addition, except with respect to its duties under paragraph 1(i) and 1(j) above,
the Trustee shall be entitled to rely on, and shall be protected in relying on,
any verbal or telephonic advice or instruction which it in good faith believes
to be given by any one of the persons authorized above to give written
instructions, provided that the Company and/or Maxim shall promptly confirm such
instructions in writing;

            (b) To hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any
income earned from investment of the Property, except for expenses and losses
resulting from the Trustee's gross negligence or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the
Company in writing of such claim (hereinafter referred to as the "Indemnified
Claim"). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the
consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Company may participate in such action
with its own counsel;

            (c) To pay the Trustee an initial acceptance fee of $1,000 and an
annual fee of $3,000 (it being expressly understood that the Property shall not
be used to pay such fee). The Company shall pay the Trustee the initial
acceptance fee and first year's fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date. The Trustee shall refund to
the Company the fee (on a pro rata basis) with respect to any period after the
liquidation of the Trust Fund. The Company shall not be responsible for any
other fees or charges of the Trustee except as may be provided in paragraph 3(b)
hereof (it being expressly understood that the Property shall not be used to
make any payments to the Trustee under such paragraph).

            (d) That, in the event that the Company consummates a Business
Combination and the Trust Account is liquidated in accordance with Section 1(i)
hereof, the Trustee or another independent party designated by Maxim shall act
as the inspector of election to certify the results of the stockholder vote; and

            (e) That the Officers' Certificate referenced in Sections 1(i) and
1(j) hereof shall require the Company's Chief Executive Officers and Chief
Financial Officer to each certify the following (wherever applicable): (1) prior
to the LOI Termination Date, the Company has entered into a bona fide Letter of
Intent with a target business; and/or (2) prior to the LOI Termination Date, the
Company has entered into a Business Combination with a target business, the
terms of which are consistent with the requirements set forth in the
Registration Statement; and/or (3) prior to the Second Termination Date, the
Company has entered into a Business Combination with a target business, the
terms of which are consistent with the requirements set forth in the
Registration Statement; and (4) the Board of Directors (the "Board") pursuant to
the unanimous written consent of the Board has approved (where applicable): (i)
the Letter of Intent; and/or (ii) the Business Combination. A copy of such
consent and the Letter of Intent and/or the definitive agreement relating to the
Business Combination so approved shall be attached as an exhibit to the
Officers' Certificate.

4. Limitations of Liability. The Trustee shall have no responsibility or
   liability to:

            (a) Take any action with respect to the Property, other than as
directed in Sections 1 and 2 hereof and the Trustee shall have no liability to
any party except for liability arising out of its own gross negligence or
willful misconduct;

            (b) Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any
kind with respect to, any of the Property unless and until it shall have
received written instructions from the Company and/or Maxim given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds
sufficient to pay any expenses incident thereto;

            (c) Change the investment of any Property, other than in compliance
with Section 1(c);

            (d) Refund any depreciation in principal of any Property;

            (e) Assume that the authority of any person designated by the
Company and/or Maxim to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company and/or
Maxim shall have delivered a written revocation of such authority to the
Trustee;

            (f) The other parties hereto or to anyone else for any action taken
or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee need not investigate any fact or matter
stated in the document. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this agreement or any
of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee signed by the proper party or parties and, if the duties or rights of
the Trustee are affected, unless it shall give its prior written consent
thereto;


                                       3
<PAGE>


            (g) Verify the correctness of the information set forth in the
Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration
Statement, unless an officer of the Trustee has actual knowledge thereof,
written notice of such event is sent to the Trustee or as otherwise required
under Section 1(i) hereof; and

            (h) Pay any taxes on behalf of the Trust Account (it being expressly
understood that the Trustee's sole obligation with respect to taxes shall be to
make issue the checks with respect thereto provided for by Section 2(a) hereof).

5. Certain Rights Of Trustee.

            (a) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or opinion of counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or opinion of counsel. The Trustee may consult with
counsel and the advice of such counsel or any opinion of counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

            (b) The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

            (c) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Agreement.

            (d) The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Agreement; it shall not be
accountable for the Company's use of the proceeds from the Trust Account.
Notwithstanding the effective date of this Agreement or anything to the contrary
contained in this Agreement, the Trustee shall have no liability or
responsibility for any act or event relating to this Agreement or the
transactions related thereto which occurs prior to the date of this Agreement,
and shall have no contractual obligations to the Beneficiaries until the date of
this Agreement.

6. Termination. This Agreement shall terminate as follows:

            (a) If the Trustee gives written notice to the Company that it
desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall
continue to act in accordance with the terms of this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been
appointed by the Company and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the
successor trustee, including, but not limited, to the transfer of copies of the
reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not
locate a successor trustee within ninety days of receipt of the resignation
notice from the Trustee, the Trustee may, but shall not be obligated to, submit
an application to have the Property deposited with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee
shall be immune from any liability whatsoever that arises due to any actions or
omissions to act by any party after such deposit;


                                       4
<PAGE>


            (b) At such time that the Trustee has completed the liquidation of
the Trust Account in accordance with the provisions of Section 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 3(b); or

            (c) At such time that the Trustee has completed the liquidation of
the Trust Account in accordance with the provisions of Section 1(k) hereof and
distributed the Property in accordance with said Section 1(k), this Agreement
shall terminate except with respect to Section 3(b).

7. Miscellaneous.

            (a) The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the
Trustee will confirm such instructions with an Authorized Individual at an
Authorized Telephone Number listed on the attached Exhibit C. The Company and
the Trustee will each restrict access to confidential information relating to
such security procedures to authorized persons. Each party must notify the other
party immediately if it has reason to believe unauthorized persons may have
obtained access to such information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a beneficiary, beneficiary's bank or
intermediary bank, rather than names. The Trustee shall not be liable for any
loss, liability or expense resulting from any error in an account number or
other identifying number, provided it has accurately transmitted the numbers
provided.

            (b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to
conflict of laws. It may be executed in several counterparts, each one of which
shall constitute an original, and together shall constitute but one instrument.
Facsimile signatures shall constitute original signatures for all purposes of
this Agreement.

            (c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. This Agreement
or any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of
Maxim, who, along with the other Underwriters, the parties specifically agree,
are and shall be third party beneficiaries for purposes of this Agreement. As to
any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.

            (d) The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the State and County of New York for purposes
of resolving any disputes hereunder. The parties hereto irrevocably submit to
such jurisdiction, which jurisdiction shall be exclusive, and hereby waive any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.


                                       5
<PAGE>


            (e) Any notice, consent or request to be given in connection with
any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or by facsimile transmission:

            if to the Trustee, to:

                  American Stock Transfer & Trust Company
                  59 Maiden Lane
                  New York, New York 10038
                  Attn: ___________
                  Fax No.:  (212) ___________

            if to the Company, to:

                  Star Maritime Acquisition Corp.
                  c/o Schwartz & Weiss, P.C.
                  457 Madison Avenue
                  New York, New York  10022
                  Attn:  Akis Tsirigakis
                  Fax No.:

            in either case with a copy to:

                  Maxim Group LLC
                  405 Lexington Avenue
                  New York, New York  10174
                  Attn:  Clifford A. Teller
                  Fax No.:  (212) 895-3783

                  and

                  Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
                  666 Third Avenue, 25th Floor
                  New York, New York  10017
                  Attn:  Stephen J. Gulotta, Jr., Esq.
                  Fax No.:  (212) 983-3115

                  and

                  Loeb & Loeb LLP
                  345 Park Avenue
                  New York, New York 10154
                  Attn: Mitchell S. Nussbaum

            (f) This Agreement may not be assigned by the Trustee without the
prior written consent of the Company and Maxim.

            (g) Each of the Trustee and the Company hereby represents that it
has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.
The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be
entitled to any funds in the Trust Account under any circumstance.


                                       6
<PAGE>


            IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.



                                    AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                    as Trustee


                                By:
                                    ---------------------------------------
                                    Name:
                                    Title:


                                    STAR MARITIME ACQUISITION CORP.


                                By:
                                    ---------------------------------------
                                    Name: Prokopios (Akis) N. Tsirigakis,
                                    Title: Chief Executive Officer and President



                                       7
<PAGE>


SCHEDULE 1


                             Non-Public Stockholders


                  Name                              Number of Shares
    --------------------------------      ---------------------------------








<PAGE>


EXHIBIT A
                             [Letterhead of Company]

[Insert date]

American Stock Transfer
  & Trust Company
59 Maiden Lane
New York, New York 10038
Attn:

            Re:   Trust Account No. [                    ] Termination Letter

Gentlemen:

            Pursuant to Section 1(i) of the Investment Management Trust
Agreement between Star Maritime Acquisition Corp. ("Company") and American Stock
Transfer & Trust Company ("Trustee"), dated as of __________, 2005 ("Trust
Agreement"), this is to advise you that the Company has entered into an
agreement ("Business Agreement") with __________________ ("Target Business") to
consummate a business combination with Target Business ("Business Combination")
on or about [insert date]. The Company shall notify you at least two business
days in advance of the actual date of the consummation of the Business
Combination ("Consummation Date") and shall provide you with an Officers'
Certificate in accordance with Sections 1(i) and 3(d) of the Trust Agreement.
Capitalized words used herein and not otherwise define shall have the meaning
ascribed to them in the Trust Agreement.

            In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence liquidation of the Trust Account to the effect that,
on the Consummation Date, all of funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company
and Maxim shall direct in writing on the Consummation Date.

            On the Consummation Date (i) counsel for the Company shall deliver
to you written notification that (a) the Business Combination has been
consummated, and (b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of
the CRS have been met, to the extent applicable; (ii) the Company shall deliver
along with the oath and report of inspector of election certified by an
independent inspector which may be the Trustee or as otherwise appointed by
Maxim (collectively, the "Report"); and (iii) the Company and Maxim shall
deliver to you written instructions with respect to the transfer of the funds
held in the Trust Account ("Instruction Letters"). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the counsel's letter, the Report, evidence of delivery of the Stock
Certificates, the Officers' Certificate and the Instruction Letters (the
"Deliverables") in accordance with the terms of the Instruction Letters.
Notwithstanding the foregoing, upon verification of receipt by you of the
Deliverables, we hereby agree and acknowledge that the Property (as defined in
the Trust Agreement) in the Trust Account shall be distributed as follows: (1)
first, to Maxim by wire transfer (or as otherwise directed by Maxim in the
Instruction Letter provided by Maxim) in immediately available funds, the
aggregate amount of $___________ (or $_____________ as applicable) plus any
interest accrued thereon; and (2) thereafter, to any other Beneficiary (as
defined in the Trust Agreement) in accordance with the terms of the Instruction
Letter provided by the Company. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty,
you will notify the Company and Maxim of the same and the Company and, if the
amount set forth in clause (1) shall not have been paid in full, the Company and
Maxim shall issue joint written instructions directing you as to whether such
funds should remain in the Trust Account and distributed after the Consummation
Date to the Company and/or Maxim. Upon the distribution of all the funds in the
Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated and the Trust Account closed.


                                       1
<PAGE>


            In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in the Trust
Agreement on the business day immediately following the Consummation Date as set
forth in the notice.



                                         Very truly yours,

                                         STAR MARITIME ACQUISTION CORP.


                                         By:
                                             -----------------------------------
                                             Prokopios (Akis) N. Tsirigakis,
                                             Chief Executive Officer and
                                             President


                                       2
<PAGE>


EXHIBIT B

                             [Letterhead of Company]

[Insert date]

American Stock Transfer
  & Trust Company
59 Maiden Lane
New York, New York 10038
Attn:

            Re:   Trust Account No. [             ] Termination Letter

Gentlemen:

            Pursuant to Section 1(i) of the Investment Management Trust
Agreement between Star Maritime Acquisition Corp. ("Company") and American Stock
Transfer & Trust Company ("Trustee"), dated as of _____________, 2005 ("Trust
Agreement"), this is to advise you that the Board of Directors of the Company
has voted to dissolve the Company and liquidate the Trust Account (as defined in
the Trust Agreement). Attached hereto is a copy of the minutes of the meeting of
the Board of Directors of the Company relating thereto, certified by the
Secretary of the Company as true and correct and in full force and effect.

            In accordance with the terms of the Trust Agreement, we hereby (a)
certify to you that the provisions of Section 11-51-302(6) and Rule 51-3.4 of
the Colorado Statute have been met and (b) authorize you, to commence
liquidation of the Trust Account. You will notify the Company and Lehman
Brothers Inc. in writing as to when all of the funds in the Trust Account will
be available for immediate transfer ("Transfer Date"). Thereafter, you shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Company's Certificate of Incorporation. Upon the payment of
all the funds in the Trust Account, the Trust Agreement shall be terminated and
the Trust Account closed.

                                         Very truly yours,

                                         STAR MARITIME ACQUISTION CORP.


                                         By:
                                             -----------------------------------
                                             Prokopios (Akis) N. Tsirigakis,
                                             Chief Executive Officer and
                                             President


                                       3
<PAGE>


EXHIBIT C


AUTHORIZED INDIVIDUAL(S)                          AUTHORIZED
FOR TELEPHONE CALL BACK                           TELEPHONE NUMBER(S)


Company:


Star Maritime Acquisition Corp.
c/o Schwartz & Weiss, P.C.
457 Madison Avenue
New York, New York  10022
Attn:  Akis Tsirigakis, Chief Executive
Officer and President                             ()

Trustee:

American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
Attn:                                             (212)


                                       4