# **Exhibit4.7**

| **MEMORANDUM OF AGREEMENT**  Dated:***16******th January  2007*** |   | Norwegian Shipbroker'  Association’s Memorandum of Agreement for sale and purchase of ships. Adopted  by The Baltic and International Maritime Council (BIMCO)in 1954. |
|------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                   |   | Code-name**SALEFORM 1993**

Revised 1966, 1983 nnd  1985/87.                                                                                                                |

 

***ClassicalOwnlog Company limited, MI*** hereinafter called the Sellers, haveagreed to sell, and***Britanaia Bulk Plc, London, United Kingdom or theirGuaranteed Nominee***

hereinafter  called the Buyers,have agreed to buy

Name*:****M.V. DELRAY***

Classification Society/Class:***Lloyds***
| Built: ***1994***     |   |    By:  ***Hudong Shipyard, Shanghai*** |
|-----------------------|--------|--------------------------------------------------------|
|                  |   |                                                   |
| Flag: ***Malta***     |   | Place of  Registration: ***Valetta***                  |
|                  |   |                                                   |
| Call Sign*:**9HQTS*** |   | Grt/Nrt: ***38267/23975***                             |

 

Register Number:***IMO #: 9052604***

hereinafter called the Vessel, on the following termsand conditions:

**Definitions**

“Banking days” are days on which banks are open bothin the county of the currency stipulated for the Purchase Price in Clause 1 andin the place of closing stipulated in Clause 8.

“In writting” or “written” means a letter handed overfrom 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 Societyreferred to in line 4.

**1.****                         PurchasePrice *USD****36,735,000. (Thirty SixMillion, Seven Hundred and Thirty Five Thousand United States Dollars).*

**2*.******                        *Deposit**

As security for the correct fulfilment of thisAgreement the Buyers shall pay a deposit of 10 % (ten per cent) of the PurchasePrice within *3 (three)* banking days from thedate of this Agreement *being signed by bothparties, by fax and joint bank account number has been issued by the Sellers’bank*. This deposit shall be placed with *Sellers’nominated* *bank, HSH Nordbank* and held by them in a joint account forthe Sellers and the Buyers, to be released in accordance with joint writteninstructions of the Sellers and the Buyers. Interest, if any, to be credited tothe Buyers. Any fee charged for holding the said deposit shall be borne equallyby the Sellers and the Buyers.

*Buyers and Sellers to cooperate and provide alldocuments/Forms required for the opening of the joint account in a prompt andefficient manner without causing any dellborate delays.*

**3.**                      **Payment**

*TheBuyers shall pay (90%) ninty percents payment of the Purchase Price (the “Balance”)together  with other extra money for bunkersand Iuboils and whatsoever to be  paid bythe Buyers hereunder (the “Extra”) shall be paid in the Sellers’ bank (HSH Nordbank)on the date of delivery of the  Vessel.The 90% payment and the Extra shall be paid to the Sellers upon delivery of theVessel only against the Sellers’ presentation to the Bank of the copy ofProtocol of the documentary Delivery*

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*and Acceptance of the Vessel duty signed by authoritzed persons of boththe Sellers and the Buyers.*

~~The said Purchase Price shall be paid in full free ofbank charges to on delivery of the Vessel~~, but not later then3 banking days after the Vessel is in every respect physically ready fordelivery in accordance with the terms and conditions of this Agreement andNotice of Readiness has been given in accordance with Clause 5.

*Sellers to tender Notice of readiness to the Buyersfor delivery once the vessel is in all respects ready for delivery and inaccordance with the terms and conditions of the agreed MOA.*

*Interest, if any, on the Deposit, the Balance andthe Extra shall be for the Buyers’ account.*

*Any charge or fee requested by the Buyers’ Bank onremitting the Balance and the Extra shall be borne by Buyers. Any charge or feerequested by the Sellers’ Bank on holding/lifting the Balance and the Extrashall be borne equally by the Sellers and the Buyers.*

*Closing and exchange of delivery documents shalltake place to Seller’s nominated bank in Germany, Greece or London*

**4.****                         Inspections**

a)*                  TheBuyers have realved their rights to inspect ~~inspected and accepted~~ theVessel’s classification records. The Buyers have also inspected the Vesselat/in                or               andhave accepted the Vessel ~~following the inspection~~ and the sale isoutright and definite, subject only to the terms and conditions of thisAgreement.

b)*                 ~~TheBuyers shall have the right to inspect the Vessel’s classification records anddeclare whether same are accepted or not within.~~

~~The Sellers shall provide for inspection of the Vesselat/In~~

~~The Buyers shall undertake the inspection withoutundue delay to the Vessel. Should the Buyers cause undue delay they shallcompensate the Sellers for the losses thereby incurred. The-Buyers shallinspect the Vessel without opening-up and without cost to the Sellers. Duringthe inspection, the Vessel’s deck and engine log books shall be made availablefor examination by the Buyers. If the Vessel is accepted after such inspection,the sale shall become outright and definite, subject only to the terms andconditions of this Agreement  providedthe Sellers receive written notice of accpetance from the Buyers within 72 hours  after completion of such inspection.~~

~~Should notice of acceptance of the Vessel’sclassification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with intersetearned shall be released immediately to the Buyers, whereafter this Agreementshall be null and void.~~

*4 a)and 4b) are alternatives; delete whichever isnot applicable. In the absence of deletions, alternative 4 a)  to apply.*

**5.****                         Notices,time and place of delivery**

a)                         TheSellers shall keep the Buyers well informed of the Vessel’s itinerary and shallprovide the Buyers with *25/20/5/10/7approximate days notices*,         ,and 3/2/1 definite days  notice of theestimated time of arrival at the Intended place of ~~drydocking/underwaterinspection/~~ delivery. When the Vessel is at the place of delivery and inevery respect physically ready for delivery in accordance with this Agrrement,the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)                        The Vesselshall be delivered and taken over charterfree safety afloat at a safety andaccessible berth *buoy*/*port*or anchorage at/in *within world wide area between February**18th, 2007 and April 30th, 2007 in*

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*Sellers option.*

~~In the Sellers’ option~~.

Expected time of delivery: *between 18th February, 2007 and 30th April 2007 in Sellers option.*

Date of cancelling (see Clauses 5 c), 6 b) (iii) and14): *30th April 2007 in Buyer’s option.*

*The Buyers shall take delivery ofthe Vessel within three (3 business days (Saturday/Sunday/holidays in Englandand nominated country of closing excluded) after the Sellers have tendered tothe Buyers a Notice of Readiness for Delivery, the date of tendering suchnotice being inclusive. The Notice of Readiness for Delivery shall be submittedby the Sellers is the Buyers (anytime, day and night including Saturday, Sundayand holidays) once the Vessel is ready for delivery.*

c)                         Ifthe Sellers anticipate that, notwithstanding the exercise of due diligence bythem, the Vessel will not be ready for delivery by the cancelling date they maynotify the Buyers in writing stating the date when they anticipate that theVessel will be ready for delivery and propose a new cancelling date. Uponreceipt of such notification the Buyers shall have the option of eithercancelling this Agreement in accordance with Clause 14 within 7 5 running daysof receipt of the notice or of accepting the new date as the new cancellingdate, if the Buyers have not declared their option within 7 5 running days ofreceipt of the Sellers’ notification or if the Buyers accept the new date, thedate proposed in the Sellers’ notification shall be deemed to be the newcancelling date and shall be substituted for the cancelling date stipulated inline 61.

If this Agreement is maintained with the newcancelling date all other terms and conditions hereof including those containedin 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 anyclaim for damages the Buyers may have under Clause 14 for the Vessel not beingready by the original cancelling date.

d)                        Shouldthe Vessel become an actual, constructive or compromised total loss beforedelivery the deposit together with interest earned shall be releasedimmediately to the Buyers whereafter this Agreement shall be null and void.

**6.****                         Drydocking/DiversInspection *See Clause 17***

~~a)**~~           ~~The Sellers shall place the Vessel indrydock at the port of delivery for inspection by the Classification Society ofthe Vessel’s underwater parts below the deepest load line, the extent of theinspection being in accordance with the Classification Society’s rules. If therudder, propeller, bottom or other underwater parts below the deepest load lineare found broken, damaged or defective so as to affect the Vessel’s class, suchdefects shall be made good at the Sellers’ expense to the satisfaction of theClassification Society without condition/recommendation*.~~

~~b)**~~          ~~(i) The Vessel is to be delivered withoutdrydocking. However, the Buyers shall have the right at their expense toarrange for an underwater inspection by a diver approved by the ClassificationSociety prior to the delivery of the Vessel. The Sellers shall at their costmake the Vessel available for such inspection. The extent of the inspection andthe conditions under which it is performed shall be to the satisfaction of theClassification Society. If the conditions at the port of delivery areunsuitable for such inspection, the Sellers shall make the Vessel available ata suitable alternative place near to the delivery port.~~

~~(ii) If the rudder,propeller, bottom or other underwater parts below the deepest load line arefound broken, damaged or defective so as to affect the Vessel’s class, thenunless repairs can be carried out afloat to the satisfaction of theClassification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for  inspection  by the Classification Society of the Vessel’sunderwater parts below the deepest load line, the extent of the inspectionbeing in accordance with the Classification Society’s rules. If the rudder,propeller, bottom or other underwater parts below the deepest load line arefound broken, damaged or defective so as to affect the Vessel’s class, suchdefects shall be made~~

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~~good by the Sellers at their expense to thesatisfaction of the Classification Society without condition/recommendation*.In such event the Sellers are to pay also for the cost of the underwaterinspection and the Classification Society’s attendance.~~

~~(iii) If the Vessel is to be drydocked pursuant toClause 6 b) (ii) and no suitable drydocking facilities are available at theport of delivery, the Sellers shall take the Vessel to a port where suitabledrydocking facilities are available, whether within or outside the deliveryrange as per Clause 5 b). Once drydocking has taken place the Sellers shalldeliver the Vessel at a port within the delivery range as per Clause 5 b) whichshall, for the purpose of this Clause, become the new port of delivery. In suchevent the cancelling date provided for in Clause 5 b) shall be extended by theadditional time required for the drydocking and extra steaming, but limited toa maximum of 14 running days.~~

~~c)~~                         ~~If the Vessel is drydockedpursuant to Clause 6 a) or 6 b) above~~

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

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

~~(iii)  theexpenses in connection with putting the Vessel in and taking her out ofdrydock, including the drydock dues and the Classification Society’s fees shallbe paid by the Sellers if the Classification Society issues anycondition/recommendation* as a result of the survey or if it requires survey ofthe 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 withoutinterfering with the work or decisions of the Classification surveyor.~~

~~(v)  the Buyersshall have the right to have the underwater parts of the Vessel cleaned andpainted at their risk and expense without interfering with the Sellers’ or theClassification surveyor’s work, if any, and without affecting the Vessel’stimely delivery. If, however, the Buyers’ work in drydock is still in progresswhen the Sellers have completed the work which the Sellers are required to do,the additional decking time needed to complete the Buyers’ work shall be forthe Buyers’ risk and expense. In the event that the Buyers’ work requires suchadditional time, the Sellers may upon completion of the Sellers’ work tenderNotice of Readiness for delivery whilst the Vessel is still in drydock and theBuyers shall be obliged to take delivery in accordance with Clause 3, whetherthe Vessel is in drydock or not and irrespective of Clause 6 b).~~

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

~~**~~                     *~~6 a) and 6 b) are alternatives; delete whichever isnot applicable. In the absence of deletions, alternative 6 a) to apply.~~*

**7.**                         **Spares/bunkers, etc.**

The Sellers shall deliverthe Vessel to the Buyers with everything belonging to her on board, ***on order including all navaids andwireless equipment***and on shore. All spare parts and spareequipment including spare tail-end shaft(s) and/or spare propeller(s)/propellerblade(s), if any, belonging to the Vessel at the time of ***delivery***~~inspection~~used or

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unused, whether on board or not shall become theBuyers’ property, ~~but spares on order are to be excluded~~. Forwardingcharges, if any, shall be for the Buyers’ account. The Sellers are not requiredto replace spare parts including spare tall-end shaft(s) and spare propeller(s)/propellerblade(s) which are taken out of spare and used as replacement prior todelivery, but the replaced items shall be the property of the Buyers. The radioinstallation and navigational equipment shall be included in the salewithout  extra payment if they are theproperty of the Sellers. Unused stores and provisions shall be included in thesale 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 withoutcompensation. Captain’s Officers’ and Crew’s personal belongings including the slopchest are to be excluded from the sale, as well as the following additionalitems (including items on hire):***log books, holy icons, ISM manuals, original certificates which mustbe surrendered to authorities and hired or third party’s items, which shall betaken ashore by the Sellers upon or before delivery of the Vessel.***

***Hired or thirdparty’s items as follows: oxygen/acetylene/R22 Gas Bottles.***

~~The Buyers shall take over the remaining bunkers andunused lubricating oils in storage tanks and sealed drums and pay the currentnet market price (excluding barging expenses) at the port and date of deliveryof the Vessel~~.

***Buyers to pay extrafor remaining bunkers, if March 07 delivery max 1600 tons ifo at price usd 320per mt and max 160 tons mdo at used 640 per mt. If April 07 delivery similarmaximum quantities and prices as per those at last bunkering port as per copyof suppliers origined invoices. If such invoices are not in the possession ofthe Sellers then platts prices at the last bunkering port at the time of thebunkering to apply.***

***Also Buyers to payextra for vessel’s unused luboil that have not passed through the vessel’ssystem in designated storage tanks and sealed drums/pails/at Seller’s last netprices evidenced by invoices.***

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

**8.****                         Documentation**

~~The place of closing:~~

***At the time ofclosing the Sellers shall provide the Buyers for the purpose of registration ofthe vessel under their flag with the necessary certificates and other documentsreasonably required by the Buyers such as CSR documents etc. Documents to be mutuallyagreed between Buyers and Sellers and to be incorporated as an Addendum in the MOA.***

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

~~a)~~                         ~~Legal Bill of Sale in aform recordable in (the country in which the Buyers are to register the Vessel)warranting that the Vessel to free from all encumbrances, mortgages and maritimeliens or any other debts or claims whatsoever, duly notorially attested andlegalized by the consul of such country or other competent authority.~~

~~b)~~                        ~~Current Certificate ofOwnership issued by the competent authorities of the flag state of the Vessel.~~

~~c)~~                         ~~Confirmation of classissued within 72 hours prior to delivery.~~

~~d)~~                        ~~Current Certificate issuedby the competent authorities stating that the Vessel is free from registered encumbrances.~~

~~e)~~                         ~~Certificateof deletion of the Vessel from the Vessel’s registry or other registry evidenceof deletion appropriate to the Vessel’s registry at the time of delivery, or,in the event that the registry does not as a matter of practice issue suchdocumentation immediately in written~~

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~~undertaking by the Sellers to effect deletion from theVessel’s registry forthwith and furnish a Certificate or other officialevidence of deletion to the Buyers promptly and latest within 4(four) weeksafter the Purchase Price have been paid and the Vessel has been delivered.~~

~~f)~~                           ~~Any such additionaldocuments as may reasonably be required by the competent authorities for thepurpose of registering the Vessel, provided the Buyers notify the Sellers ofany such documents as soon as possible after the date of this Agreement.~~

~~At the time of delivery the Buyers and Sellers shallsign and deliver to each other protocol of Delivery and Acceptance confirmingthe date and time of delivery of the Vessel from the Sellers to the Buyers.~~

~~At the time of delivery the Sellers shall hand to theBuyers the classification certificate(s) as well as all plans etc., which areon board the Vessel. Other certificates which are on board the Vessel shallalso be handed over to the Buyers unless the Sellers are required to retainsame, in which case the Buyers to have the right to take copies. Othertechnical documentation which may be in the Seller’s possession shall bepromptly forwarded to the Buyers at their expense, if they so request. TheSellers may keep the Vessel’s log books but the Buyers to have the right totake copies of same.~~

***All plans, drawingsand instruction manuals (excluding ISM manuals) which are on board shall bedelivered to the Buyers’ Master as they are upon delivery of the Vessel.***

***All remainingplans, drawings and instruction manuals in the Sellers’ possession shall beforwarded to the Buyer’s******Danish office promptlyafter delivery. Forwarding charges, if any, shall be for the Buyers’ account.***

***Logbooks shall beretained by the Sellers. However the Buyers have the right to take photocopiesof same before delivery as the Buyers’ cost with the Master’s approval.***

**9.****                         Encumbrances**

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

**10.****                  Taxes, etc.**

Any taxes, fees and expenses in connection with thepurchase 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 ondelivery**

The Vessel with everything belonging to her shall beat the Sellers’ risk and expense until she is delivered to the  Buyers, but subject to the terms andconditions of this Agreement she shall be delivered and taken over as she wasat the time of inspection, fair wear and tear excepted. However, the Vesselshall be delivered with her class maintained without condition *of class ~~/recommendation*~~,* free of average damageaffecting the Vessel’s class, and with her classification certificates,***International***andnational certificates, as well as all other certificates the Vessel had at thetime of inspection clear, valid and unextended withoutcondition/recommendation* by Class or the relevant authorities at the time ofdelivery. ***Buyersacknowledges vessel is due IS/DD June 2007.***

“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 overwithout inspection, the date of this Agreement shall be the relevant date.

***CSM items to beupto date without outstandings at the time of delivery.***

*                            Notes,if any, in the surveyor’s report which are accepted by the ClassificationSociety

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without condition/recommendation are not to be taken into account.

**12.**                  Name/markings

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

**13.**                  Buyers’ default

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

Should the Purchase Price not be paid in accordancewith Clause 3, the Sellers have the right to cancel the Agreement, in whichcase the deposit together with interest earned shall be released to theSellers. If the deposit does not cover their loss, the Sellers shall beentitled to claim further compensation for their losses and for all expensesincurred together with interest.

**14.**                  Sellers’ default

Should the Sellers fail to give Notice of Readiness inaccordance with Clause 5 a) or fail to be ready to validly complete a legaltransfer by the date stipulated in line 61 the Buyers shall have the option ofcancelling this Agreement provided always that the Sellers shall be granted amaximum of 3 banking days after Notice of Readiness has been given to makearrangements for the documentation set out in Clause 8. If after Notice ofReadiness has been given but before the Buyers have taken delivery, the Vessel ceasesto be physically ready for delivery and is not made physically ready again inevery respect by the date stipulated in line 61 and new Notice of Readinessgiven, the Buyers shall retain their option to cancel. In the event that theBuyers elect to cancel this Agreement the deposit together with interest earnedshall be released to them immediately.

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

**15.**                  Buyers’representatives

After this Agreement has been signed by both partiesand the deposit has been lodged, the Buyers have the right to place tworepresentatives on board the Vessel at their sole risk and expense upon ~~arrivalat~~*for maximum*~~onor about~~*6 weeks**.***

These representatives are on board for the purpose offamiliarisation and strictly in the capacity of observers only *and under the Masterscommand*, and they shall not interfere in any respect with theoperation of the Vessel *and her schedule*.~~The Buyers’ representatives shall sign the Sellers’ letter of indemnityprior to their embarkation.~~

*Indemnity letters from each buyer’srepresentatives and from the Buyers satisfactory to the Sellers shall beprovided to the Sellers before the above representatives’ boarding. Sold Buyers**representatives to be allowed to use vessel’scommunication equipment and said charges will be settled by Buyers duringvessel’s clearing of title and delivery to the Buyers.*

*Upon tendering 3 days definitenotice of vessels expected delivery, the Buyers are permitted to place on boardupto 2 other crew members when Sellers shall demonstrate and familiarise Buyersrepresentatives/crew on the operation of the vessels equipment, machinery andsystems.*

*Such demonstration shall be withoutprejudice to the condition of the vessel and its scope shall be at the salediscretion of the Master. Buyers reps shall in no case interfere with thevessel’s operation.*

**16.**                  Arbitration

a)*                  This Agreementshall be governed by and construed in accordance with English law and anydispute arising out of this Agreement shall be referred to arbitration inLondon in accordance with the Arbitration Acts 1960 and 1979 or any statutorymodification or re-enactment thereof for the time being in force, onearbitrator being appointed by each

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party. On the receipt by one party of the nomination in writing of theother party’s arbitrator, that party shall appoint their arbitrator withinfourteen days, failing which the decision of the single arbitrator appointedshall apply. If two arbitrators properly appointed shall not agree they shallappoint an umpire whose decision shall be final.

***Arbitrators to be members of the LMAA.***

~~b)*~~                 ~~ThisAgreement shall be governed by and construed in accordance with Title 9 of theUnited States Code and the Law of the State of New York and should any disputearise out of this Agreement, the matter in dispute shall be referred to threepersons at New York, one to be appointed by each of the parties hereto, and thethird by the two so chosen; their decision or that of any two of them shall befinal, and for purpose of enforcing any award, this Agreement may be made arule of the Court.~~

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

~~c)*~~*                 *~~Anydispute arising out of this Agreement shall be referred to arbitration at                                   ,subject to the procedures applicable there. The laws of                                   shallgovern this Agreement.~~

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

*Additional clauses 17-19 herewith attached fares anintegral part of this Agreement.*

This document is a computer generated copy of “SALEFORM1993”, printed by authority of the Norwegian Shipbrokers’ Association, usingsoftware which is the copyright of Strategic Software Ltd. Any insertion ordeletion to the form must be clearly visible. In the event of any modificationmade to the preprinted text of this document, the original document shallapply. The Norwegian Shipbrokers’ Association and Strategic Software Ltd. assumeno responsibility for any loss or damage caused as a result of discrepanciesbetween the original approved document and this document.

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**ADDITIONAL CLAUSES TOM.V. “DELRAY”MEMORANDUM OF AGREEMENT DATED 16**TH JANUARY 2007.

**CLAUSE 17**

No drydocking shall apply.

However, the Buyers, at their risk and expenses, have the right tocarry out an inspection of under-water parts of the Vessel by divers approvedby vessels class in the presence of class surveyor with Buyers’ right to attendwithout interference at the video monitor or in any way with class surveyorswork. Sellers will give notice to Buyers of the place/time they intend to makethe vessel available for such inspection. Buyer’s failure to appoint diversapproved by class or attend underwater inspection as per Sellers’ notificationwill be deemed a waiver of their right to inspect the vessel’s underwaterparts. The Class surveyor’ to be appointed by the Sellers, however, allexpenses to be for the Buyers’ account.

If the conditions at the place of underwater inspection are unsuitablefor such inspection, then Sellers shall make the vessel available at a suitablealternative place. Should the vessel touch bottom and or run aground after suchunderwater inspection and before delivery, the Sellers are to immediatelyinform Buyers the full and complete details accordingly.

Should any damage affecting class be found by class surveyor inunder-water parts and class approves postponement of repair of such damageuntil vessel’s next periodical drydock or survey, then the Sellers have theoption to repair same to class’s satisfaction or to agree a sum of money withthe Buyers which shall be deducted from the purchase price at the time ofclosing by way of compensation. This sum shall be either mutually agreed or bebased upon the average of (two) 2 shipyard quotations from Chinese Shipyard, inChina, one obtained by each party. Such shipyard to have its own factory whichcan accommodate similar size Vessel for repair. It is understood by bothparties that the amount of the monetary settlement is confined to direct repaircost only and does not include indirect cost such as dry-docking fee, generalexpenses, deviation cost, off hire and other costs whatsoever and that suchamount of the monetary settlement is deducted from the Purchase Price (forlabour and material costs only) at the time of delivery.

If present class requiresrepair of such damage before the next periodical dry-docking or survey, thenthe Sellers shall repair it up to class’s satisfaction at their account priorto delivery, in such case the cancelling date shall be extended by thecorresponding days lost due to such repair including drydocking, waiting timefor dry-docking, deviation etc.

In the event that theVessel is drydocked, the Buyers have the right to clean and paint theunderwater parts below the summer loadline at the Buyers’ risk and accountwithout interfering with the Sellers’ or vessels class work and withoutaffecting the smooth and timely delivery of the Vessel but in any case, thetailshaft shall not be drawn.

If, however, the Buyers’work in drydock is still in progress when the Sellers have completed theirwork, the Sellers have the right to tender the Notice of Readiness for Deliverywhilst the Vessel is still in drydock and the Buyers are obliged to takedelivery of the Vessel immediately after such Notice of Readiness tendered,whether the Vessel is in drydock or not. Any extra time and cost for theadditional drydocking incurred by reason of such Buyers’ work shall be at theBuyers’ risk and account.

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**CLAUSE18**

All details of those negotiations and any eventual sale shall be keptstrictly private and confidential among all parties concerned, except whererequired by statutory or requirements for stock listed companies.

**CLAUSE 19**

The vessel to be delivered free of detainable Port State Controlconditions or deficiencies which would affect class status or prevent the vesselfrom sailing the port of delivery.
| On behalf of the Sellers       | On behalf of the Buyers |
|--------------------------------|-------------------------|
|                           |                    |
|                           |                    |
| /s/ Seller                     |                    | /s/ C. J. Hanson |   |
| Name: Seller                   | Name:                   | C. J. Hanson |
| Title:   Attorney-in-fact | Title:                  | Managing Director |
|                           |                    | Britannia Bulk Plc. |
|                                |                         |  |  |  |

 

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