Exhibit 4.10  MEMORANDUM OF AGREEMENTNorwegian Shipbrokers Associations Memorandumof Agreement for sale and purchase of ships.Adopted by The Baltic and International MaritimeCouncil (BIMCO) in 1956.Code-nameSALEFORM 1993Revised 1966, 1983 and 1986/87.  Dated: 27 July 2007  Franklin
  GmbH and Co, KG hereinafter called the Sellers, have agreed
  to sell, and Britannia Bulk Plc, 
  London, United Kingdom  or their guaranteed
  nominee
  1hereinafter called the
  Buyers, have agreed to buy
  2Name: m.v.  FRANKLIN
  3Classification
  Society/Class: Germanischer Lloyd
  4Built:
  1995 in South Korea
  By:
  Daewoo Shipbuilding
  5Flag:
  Antigua and Barbuda
  Place
  of Registration: St. Johns
  6Call
  Sign: V2C17
  Grt/Nrt:
  27,078/13,844
  7Register
  Number: IMO 9079157
  8hereinafter called the
  Vessel, on the following terms and conditions:
  9Definitions
  10Banking days are days
  on which banks are open both in the country of the currency
  11stipulated for the
  Purchase Price in Clause 1 and in the place of closing stipulated in Clause
  8 and in the
  12United Kingdom.In writing or
  written means a letter handed over from the Sellers to the Buyers or vice
  versa,
  13a registered letter,
  telex, telefax or other modern form of written communication.
  14Classification
  Society or Class means the Society referred to in line 4.
  151.        Purchase Price USD
  35,500,000 (United States Dollars, thirtyfive million five hundred
  16thousand)2.        Deposit
  17As security for the
  correct fulfillment of this Agreement the Buyers shall pay a deposit of 10%
  18(ten per cent) of the
  Purchase Price within 3 banking days from the date of this
  19Agreement and the
  opening of a joint account. This deposit shall be placed with Bremer
  Landesbank,
  20Bremenand held by them in a
  joint account for the Sellers and the Buyers, to be released in accordance
  21with joint written
  instructions of the Sellers and the Buyers. Interest, if any, to be credited
  to the
  22Buyers. Any fee charged
  for holding the said deposit shall be borne equally by the Sellers and the
  23Buyers.
  243.        Payment
  25The said Purchase Price
  shall be paid in full free of bank charges to Bremer Landesbank, Bremen
  26on delivery of the
  Vessel, but not later than 3 banking days after the Vessel is in every
  respect
  27physically ready for
  delivery in accordance with the terms and conditions of this Agreement and
  28Notice of Readiness has
  been given in accordance with Clause 5.
  294.        Inspections
  30a)*      The Buyers have inspected and accepted
  the Vessels classification records. The Buyers
  31have also inspected the
  Vessel at/in Quebec, Canada  on 20/21st July 2007
  32and have accepted the
  Vessel following this inspection and the sale is outright and definite,
  33subject
  only to the terms and conditions of this Agreement.
  34  This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


b)*The
  Buyers shall have the right to inspect the Vessels classification records
  and declare
  35whether
  same are accepted or not within
  36The
  Sellers shall provide for inspection of the Vessel at/in
  37The
  Buyers shall undertake the inspection without undue delay to the Vessel.
  Should the
  38Buyers
  cause undue delay they shall compensate the Sellers for the losses thereby
  incurred.
  39The
  Buyers shall inspect the Vessel without opening up and without cost to the
  Sellers.
  40During
  the inspection, the Vessels deck and engine log books shall be made
  available for
  41examination
  by the Buyers. If the Vessel is accepted after such inspection, the sale
  shall
  42become
  outright and definite, subject only to the terms and conditions of this
  Agreement,
  43provided
  the Sellers receive written notice of acceptance from the Buyers within 72
  hours
  44after
  completion of such inspection.
  45Should
  notice of acceptance of the Vessels classification records and of the Vessel
  not be
  46received
  by the Sellers as aforesaid, the deposit together with interest earned shall
  be
  47released
  immediately to the Buyers, whereafter this Agreement shall be null and void.
  48*         4 a) and 4b) are alternatives; delete whichever is
  not applicable. In the absence of deletions,
  49alternative 4a) to apply.
  505.        Notices,
  time and place of delivery
  51a)        The
  Sellers shall keep the Buyers well informed of the Vessels itinerary and
  shall
  52provide
  the Buyers with 30, 20, and 3 days notice of the estimated time of arrival
  53at
  theintended
  place of drydocking/underwater inspection/delivery. When the Vessel is at the
  place
  54of
  delivery and in every respect physically ready for delivery in accordance
  with this
  55Agreement,
  the Sellers shall give the Buyers a written Notice of Readiness for delivery.
  56b)        The
  Vessel shall be delivered and taken over safely afloat at a safe and
  accessible berth or
  57anchorage
  at/in of an
  Atlantic Basin port.
  58In
  the Sellers option.
  59Expected time of
  delivery: 12 January, 2008
  60Date of cancelling (see
  Clauses 5 c), 6 b) (iii)and 14): 10th
  February, 2008
  61c)        If the Sellers anticipate that,
  notwithstanding the exercise of due diligence by them, the
  62Vessel will not be
  ready for delivery by the cancelling date they may notify the Buyers in
  63writing stating the
  date when they anticipate that the Vessel will be ready for delivery and
  64propose a new
  cancelling date. Upon receipt of such notification the Buyers shall have the
  65option of either
  cancelling this Agreement in accordance with Clause 14 within 7
  running
  66days of receipt of the notice
  or of accepting the new date as the new cancelling date. If the
  67Buyers have not
  declared their option within 7 running days of receipt of the Sellers
  68notification or if the
  Buyers accept the new date, the date proposed in the Sellers notification
  69shall be deemed to be
  the new cancelling date and shall be substituted for the cancelling
  70date stipulated in line
  61.
  71If this Agreement is
  maintained with the new cancelling date all other terms and conditions
  72hereof including those
  contained in Clauses 5 a) and 5 c) shall remain unaltered and
  in full
  73force and effect.
  Cancellation or failure to cancel shall be entirely without prejudice to any
  74claim for damages the
  Buyers may have under Clause 14 for the Vessel not being ready by
  75the original cancelling
  date.
  76d)        Should the Vessel become an actual,
  constructive or compromised total loss before delivery
  77the deposit together
  with interest earned shall be released immediately to the Buyers
  78whereafter this Agreement
  shall be null and void.
  796.        Drydocking/Divers inspection
  80a)**    The
  Sellers shall place the Vessel in drydock at the port of delivery for
  inspection by the
  81Classification Society
  of the Vessels underwater parts below the deepest load line, the
  82extent of the
  inspection being in accordance with the Classification Societys rules. If
  the
  83rudder, propeller,
  bottom or other underwater parts below the deepest load line are found
  84broken, damaged or
  defective so as to affect the Vessels class, such defects shall be made
  85good at the Sellers
  expense to the satisfaction of the Classification Society without
  86condition/recommendation*.
  87b)**   (i) The
  Vessel is to be delivered without drydocking. However, the Buyers shall
  88have the right at their
  expense to arrange for an underwater inspection by a diver approved
  89  This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


by the Classification
  Society prior to the delivery of the Vessel. The Sellers shall at their
  90cost make the Vessel
  available for such inspection. The extent of the inspection and the
  91conditions under which
  it is performed shall be to the satisfaction of the Classification
  92Society. If the
  conditions at the port of delivery are unsuitable for such inspection, the
  93Sellers shall make the
  Vessel available at a suitable alternative place near to the delivery
  94port.
  95(ii) If the
  rudder, propeller, bottom or other underwater parts below the deepest load
  line
  96are found broken, damaged
  or defective so as to affect the Vessels class, then unless
  97repairs can be carried
  out afloat to the satisfaction of the Classification Society, the Sellers
  98shall arrange for the
  Vessel to be drydocked at their expense for inspection by the
  99Classification Society
  of the Vessels underwater parts below the deepest load line, the
  100extent of the
  inspection being in accordance with the Classification Societys rules. If
  the
  101rudder, propeller,
  bottom or other underwater parts below the deepest load line are found
  102broken, damaged or
  defective so as to affect the Vessels class, such defects shall be made
  103good by the Sellers at
  their expense to the satisfaction of the Classification Society
  104without condition/recommendation*.
  In such event the Sellers are to pay also for the cost of
  105the underwater
  inspection and the Classification Societys attendance.
  106(iii) If the
  Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no
  suitable dry-
  107docking facilities are
  available at the port of delivery, the Sellers shall take the Vessel
  108to a port where
  suitable drydocking facilities are available, whether within or outside the
  109delivery range as per Clause
  5 b). Once drydocking has taken place the Sellers shall deliver
  110the Vessel at a port
  within the delivery range as per Clause 5 b)which shall, for the
  111purpose of this Clause,
  become the new port of delivery. In such event the cancelling date
  112provided for in Clause
  5 b)) shall be extended by the additional time required for the
  113drydocking and extra
  steaming, but limited to a maximum of 14 running days.
  114c)If
  the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above
  115(i) the
  Classification Society may require survey of the tailshaft system, the extent
  of
  116the survey being to the
  satisfaction of the Classification surveyor. If such survey is not
  117required by the
  Classification Society, the Buyers shall have the right to require the tailshaft
  118to be drawn and surveyed
  by the Classification Society, the extent of the survey being in
  119accordance with the
  Classification Societys rules for tailshaft survey and consistent with
  120the current stage of
  the Vessels survey cycle. The Buyers shall declare whether they
  121require the tailshaft
  to be drawn and surveyed not later than by the completion of the
  122inspection by the
  Classification Society. The drawing and refitting of the tailshaft shall be
  123arranged by the
  Sellers. Should any parts of the tailshaft system be condemned or found
  124defective so as to
  affect the Vessels class, those parts shall be renewed or made good at
  125the Sellers expense to
  the satisfaction of the Classification Society without
  126condition/recommendation*.
  127(ii) the expenses
  relating to the survey of the tailshaft system shall be borne
  128by the Buyers unless
  the Classification Society requires such survey to be carried out, in
  129which case the Sellers
  shall pay these expenses. The Sellers shall also pay the expenses
  130if the Buyers require
  the survey and parts of the system are condemned or found defective
  131or broken so as to
  affect the Vessels class*.
  132(iii) the expenses
  in connection with putting the Vessel in and taking her out of
  133drydock, including the drydock
  dues and the Classification Societys fees shall be paid by
  134the Sellers if the
  Classification Society issues any condition/recommendation* as a result
  135of the survey or if it
  requires survey of the tailshaft system. In all other cases the Buyers
  136shall pay the aforesaid
  expenses, dues and fees.
  137(iv) the Buyers
  representative shall have the right to be present in the drydock, but
  138without interfering
  with the work or decisions of the Classification surveyor.
  139(v) the Buyers
  shall have the right to have the underwater parts of the Vessel
  140cleaned and painted at
  their risk and expense without interfering with the Sellers or the
  141Classification surveyors
  work, if any, and without affecting the Vessels timely delivery. If,
  142however, the Buyers
  work in drydock is still in progress when the Sellers have
  143completed the work
  which the Sellers are required to do, the additional docking time
  144needed to complete the
  Buyers work shall be for the Buyers risk and expense. In the event
  145that the Buyers work
  requires such additional time, the Sellers may upon completion of the
  146Sellers work tender
  Notice of Readiness for delivery whilst the Vessel is still in drydock
  147and the Buyers shall be
  obliged to take delivery in accordance with Clause 3, whether
  148the Vessel is in
  drydock or not and irrespective of Clause 5b).
  149*Notes,
  if any, in the surveyors report which are accepted by the Classification
  Society
  150  This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


without
  condition/recommendation are not to be taken into account.
  151**6 a) and 6 b) are alternatives; delete whichever is
  not applicable. In the absence of deletions,
  152alternative 6 a) to apply.
  1537.Spares/bunkers, etc.
  154The Sellers shall
  deliver the Vessel to the Buyers with everything belonging to her on board
  and on
  155shore. All spare parts
  and spare equipment including spare tail-end shaft(s) and/or spare
  156propeller(s)/propeller
  blade(s), if any, belonging to the Vessel at the time of inspection used or
  157unused, whether on
  board or not shall become the Buyers property, but spares on order are to be
  158excluded. Forwarding
  charges, if any, shall be for the Buyers account. The Sellers are not
  required to
  159replace spare parts
  including spare tail-end shaft(s) and spare propeller(s)/propeller
  blade(s) which
  160are taken out of spare
  and used as replacement prior to delivery, but the replaced items shall be
  the
  161property of the Buyers.
  The radio instailation and navigational equipment shall be included in the
  sale
  162without extra payment
  if they are the property of the Sellers. Unused stores and provisions shall
  be
  163included in the sale
  and be taken over by the Buyers without extra payment. At prices per
  last invoices.
  164The Sellers have the
  right to take ashore crockery, plates, cutlery, linen and other articles
  bearing the
  165Sellers flag or name,
  provided they replace same with similar unmarked items. Library, forms, etc.,
  166exclusively for use in
  the Sellers vessel(s), shall be excluded without compensation. Captains,
  167Officers and Crews
  personal belongings including the slop chest are to be excluded from the
  sale,
  168as well as the
  following additional items (including items on hire):
  1691. Globe Wireless Communication Equipment2. Iridium Telephone3. Gas BottlesThe Buyers shall take
  over the remaining bunkers and unused lubricating oils in storage tanks and
  170sealed drums and pay the
  current net market price (excluding barging expenses) at the port and date
  171of delivery of the
  Vessel.
  172Fuel Oil: USD as per
  Platts quoted in the bunkering port nearest to the delivery portDiesel
  Oil: USD as per Platts quoted in the bunkering port nearest to the delivery
  port.Lub
  Oil: Prices as per last invoices.Heavy
  Oil: Prices as per last invoices.Grease:
  Prices as per last invoices.Payment under this
  Clause shall be made at the same time and place and in the same currency as
  173the Purchase Price.
  1748.Documentation
  175The place of closing:
  Bremen
  176In exchange for payment
  of the Purchase Price the Sellers shall furnish the Buyers with delivery
  177documents, namely:
  as listed in Addendum No 1
  178a)        Legal
  Bill of Sale in a form recordable in
            (the country in
  which the Buyers are
  179to
  register the Vessel), warranting that the Vessel is free from all
  encumbrances, mortgages
  180and
  maritime liens or any other debts or claims whatsoever, duly notarially
  attested and
  181legalized
  by the consul of such country or other competent authority.
  182b)        Current
  Certificate of Ownership issued by the competent authorities of the flag
  state of
  183the
  Vessel.
  184c)        Confirmation
  of Class issued within 72 hours prior to delivery.
  185d)        Current
  Certificate issued by the competent authorities stating that the Vessel is
  free from
  186registered
  encumbrances.
  187e)        Certificate
  of Deletion of the Vessel from the Vessels registry or other official evidence
  of
  188deletion
  appropriate to the Vessels registry at the time of delivery or, in the event
  that the
  189registry
  does not as a matter of practice issue such documentation immediately, a
  written
  190undertaking
  by the Sellers to effect deletion from the Vessels registry forthwith and
  furnish a
  191Certificate
  or other official evidence of deletion to the Buyers promptly and latest
  within 4
  192(four)
  weeks after the Purchase Price has been paid and the Vessel has been delivered.
  193f)         Any
  such additional documents as may reasonably be required by the competent
  authorities
  194for the purpose of
  registering the Vessel, provided the Buyers notify the Sellers of any such
  195  This document is a computer
generated SALEFORM 1993 form printed by authority of the Norwegian
Shipbrokers Association. Any insertion or deletion to the form must be clearly
visible. In the event of any modification made to the pre-printed text of this
document which is not clearly visible, the text of the original approved
document shall apply. BIMCO and the Norwegian Shipbrokers Association assume
no responsibility for any loss, damage or expense as a result of discrepancies
between the original approved document and this computer generated document.


documents as soon as
  possible after the date of this Agreement.
  196At the time of delivery
  the Buyers and Sellers shall sign and deliver to each other a Protocol of
  197Delivery and Acceptance
  confirming the date and time of delivery of the Vessel from the Sellers to
  the
  198Buyers.
  199At the time of delivery
  the Sellers shall hand to the Buyers the classification
  certificate(s) as well as all
  200plans etc., excluding
  ISM/ISPS Manuals and plans which are on board the Vessel. Other certificates
  201which are on board the
  Vessel shall alsobe handed over to the
  Buyers unless the Sellers are required to retain same, in which case the
  202Buyers to have the
  right to take copies. Other technical documentation which may
  203be in the Sellers
  possession shall be promptly forwarded to the Buyers at their expense, if
  they so
  204request. The Sellers
  may keep the Vessels log books but the Buyers to have the right to take
  205copies of same.
  2069.        Encumbrances
  207The Sellers warrant
  that the Vessel, at the time of delivery, is free from all charters,
  encumbrances,
  208mortgages and maritime
  liens or any other debts whatsoever. The Sellers hereby undertake
  209to indemnify the Buyers
  against all consequences of claims made against the Vessel which have
  210been incurred prior to
  the time of delivery. The vessel is fixed under the attached NYPE Charter Party
  211dated 29
  January 2007 for account of Kristian Jebsens Rederi A/S, Norway for
  which the Buyersguarantee to the
  Sellers to take over and perform the entire Charter Party terms as new
  Owners.10.      Taxes,
  etc.
  212Any taxes, fees and
  expenses in connection with the purchase and registration under the Buyers
  flag
  213shall be for the
  Buyers account, whereas similar charges in connection with the closing of
  the Sellers
  214register shall be for
  the Sellers account.
  21511.Condition on delivery
  216The Vessel with
  everything belonging to her shall be at the Sellers risk and expense until
  she is
  217delivered to the
  Buyers, but subject to the terms and conditions of this Agreement she shall
  be
  218delivered and taken
  over as she was at the time of inspection, fair wear and tear excepted.
  219However, the Vessel
  shall be delivered with her class maintained without
  condition/recommendation*,
  220free of average damage
  affecting the Vessels class, and with her classification certificates and
  221national certificates,
  as well as all other certificates the Vessel had at the time of inspection, valid
  and
  222unextended without
  condition/recommendation* by Class or the relevant authorities at the
  time of
  223delivery.
  224Inspection in this Clause
  11, shall mean the Buyers inspection according to Clause 4 a) or 4
  b), if
  225applicable, or the
  Buyers inspection prior to the signing of this Agreement. If the Vessel is
  taken over
  226without inspection, the
  date of this Agreement shall be the relevant date.
  227*Notes,
  if any, in the surveyors report which are accepted by the Classification
  Society
  228without
  condition/recommendation are not to be taken into account.
  22912.     
  Name/markings
  230Upon delivery the
  Buyers undertake to change the name of the Vessel and alter tunnel markings.
  23113.Buyers default
  232Should the deposit not
  be paid in accordance with Clause 2, the Sellers have the right to
  cancel this
  233Agreement, and they
  shall be entitled to claim compensation for their losses and for all expenses
  234incurred together with
  interest.
  235Should the Purchase
  Price not be paid in accordance with Clause 3, the Sellers have the
  right to
  236cancel the Agreement,
  in which case the deposit together with interest earned shall be released to
  the
  237Sellers. If the deposit
  does not cover their loss, the Sellers shall be entitled to claim further
  238compensation for their
  losses and for all expenses incurred together with interest.
  23914.Sellers default
  240Should the Sellers fail
  to give Notice of Readiness in accordance with Clause 5 a) or fail to
  be ready
  241to validly complete a
  legal transfer by the date stipulated in line 61 the Buyers shall have
  242the option of
  cancelling this Agreement provided always that the Sellers shall be granted a
  243maximum of 3 banking
  days after Notice of Readiness has been given to make arrangements
  244  This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


for the documentation
  set out in Clause 8. If after Notice of Readiness has been given but
  before
  245the Buyers have taken
  delivery, the Vessel ceases to be physically ready for delivery and is not
  246made physically ready
  again in every respect by the date stipulated in line 61 and new
  Notice of
  247Readiness given, the
  Buyers shall retain their option to cancel. In the event that the Buyers
  elect
  248to cancel this
  Agreement the deposit together with interest earned shall be released to them
  249immediately.
  250Should the Sellers fail
  to give Notice of Readiness by the date stipulated in line 61 or fail
  to be ready
  251to validly complete a
  legal transfer as aforesaid they shall make due compensation to the Buyers
  for
  252their loss and for all
  expenses together with interest if their failure is due to proven
  253negligence and whether
  or not the Buyers cancel this Agreement.
  25415.Buyers representatives
  255After this Agreement
  has been signed by both parties and the deposit has been lodged, the Buyers
  256have the right to place
  two representatives on board the Vessel at their sole risk and expense upon
  257arrival at convenient
  port on or about expected to be early August 2007.
  258These representatives
  are on board for the purpose of familiarisation and in the capacity of
  259observers only, and
  they shall not interfere in any respect with the operation of the Vessel. The
  260Buyers representatives
  shall sign the Sellers letter of indemnity prior to their embarkation. After
  7 (seven)
  261days of the deposit being
  lodged in the joint account, Buyers can place their 2 (two) representativesonboard until time of
  delivery.16.Arbitration
  262a)*This
  Agreement shall be governed by and construed in accordance with English law
  and
  263any
  dispute arising out of this Agreement shall be referred to arbitration in
  London in
  264accordance
  with the Arbitration Acts 1950 and 1979 or any statutory modification or
  265re-enactment
  thereof for the time being in force, one arbitrator being appointed by each
  266party.
  On the receipt by one party of the nomination in writing of the other partys
  arbitrator,
  267that
  party shall appoint their arbitrator within fourteen days, failing which the
  decision of the
  268single
  arbitrator appointed shall apply. If two arbitrators properly appointed shall
  not agree
  269they
  shall appoint an umpire whose decision shall be final. Arbitrators to be
  members of the
  270LMAA.b)*      This
  Agreement shall be governed by and construed in accordance with Title 9 of
  the
  271United
  States Code and the Law of the State of New York and should any dispute arise
  out of
  272this
  Agreement, the matter in dispute shall be referred to three persons at New
  York, one to
  273be
  appointed by each of the parties hereto, and the third by the two so chosen;
  their
  274decision
  or that of any two of them shall be final, and for purpose of enforcing any
  award, this
  275Agreement
  may be made a rule of the Court.
  276The
  proceedings shall be conducted in accordance with the rules of the
  Society of Maritime
  277Arbitrators, Inc.
  New York.
  278c)*      Any
  dispute arising out of this Agreement shall be referred to arbitration at
  279-------
  , subject to the procedures applicable there.
  280The
  laws of ---------- shall govern this Agreement
  281*16 a), 16 b) and 16 c) are alternatives; delete
  whichever is not applicable. In the absence of
  282deletions, alternative 16 a) to apply.
  283   Sellers:
  
  Buyers:/s/ M. Heinrichs
  
  /s/ Cliff HansonFranklin GmbH and Co.
  KG
  
  Britannia Bulk Plc   This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers Association
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ADDENDUM NO. 1  to a Memorandum of Agreement dated 27 July 2007(the
MOA)
between  MS Franklin GmbH & Co KG of [illegible],
Germany
(the Sellers)
and
Oceanic Bulk Services S.A. of Panama
(the Buyers)  for the sale of M.V. FRANKLIN (the Vessel)  It has this day been
mutually agreed between the Sellers and the Buyers as follows:  A)       In exchange for the payment of purchase price and all other
sums due at the time of delivery of the Vessel the Sellers shall provide the
Buyers with following documents (where not in English along with certified
English translation):  1.Bill of
Sale (Form 10A) in two (2) originals, specifying that the Vessel is
free from all encumbrances, mortgages and maritime liens or any other debts or
claims whatsoever, notarially attested and legalized by Apostille. The Notary
Public shall expressly confirm on each Bill of Sale (i) the authenticity
of the signature, (ii) the due authority of the person executing the Bill
of Sale on behalf of the Sellers, (iii) that at the time of execution of
the Bill of Sale the Sellers were the owners of the Vessel and (iv) that
at the time of execution of the Bill of Sale the Vessel is free from registered
encumbrances;  2.Evidence
that the sale of the Vessel to the Buyers has been duly authorised by the
Sellers, namely:-  (a)original
Minutes of separate meetings of the Board of Directors and Shareholders of the
Sellers resolving to sell the Vessel to the Buyers, notarially attested and
legalised by Apostille;  (b)original Power
of Attorney of the Sellers, notarially attested and legalised by Apostille,
authorising their appointed representatives to execute all necessary documents
in order to sell the Vessel to the Buyers;  (c)original
Secretarial Certificate of the Sellers, notarially attested and legalised by Apostille,
confirming the names of the Directors and Officers of the Board of Directors of
the Sellers and attaching certified copies of the following documents:-  (i)Certificate
of Incorporation;  (ii)Memorandum
and Articles of Incorporation / By-laws of the Sellers, or the equivalent constitutional
documents of the Sellers; and  (d)Original
Certificate of Goodstanding of the Sellers dated not earlier than ten (10) Banking
Days prior to the date of delivery of the Vessel;  3.An
original Transcript of Register for the Vessel issued by the German Ship
Registry in Hamburg and dated the date of delivery of the Vessel confirming
that the Vessel is (i) owned by the Sellers and (ii) free of all
registered encumbrances. In the event that an original Transcript of Register
for the Vessel is not available at the Closing Meeting then Sellers to arrange
for the German Ship Registry in Hamburg to send a fax copy of the original
Transcript of Register to the Closing Meeting and Sellers to deliver to Buyers
an Undertaking to deliver the original Transcript of Register to the Buyers
within five (5) Banking Days of delivery;


4.If as a matter
of practice the same is issued by the German Ship Registry in Hamburg, an
original and valid consent to the sale and deletion of the Vessel issued by the
German Ship Registry in Hamburg;  5.An
original Deletion Certificate for the Vessel issued by the Antigua and Barbuda
Ship Registry (on termination of the bareboat charter registration of the
Vessel);  6.An
original Closed Continuous Synopsis Record (CSR) issued by the Antigua and
Barbuda on deletion of the Vessel from its bareboat charter registration;  7.An
original Confirmation of Class issued by the Vessels classification
society and dated not earlier than three (3) Banking Days prior to the
date of delivery of the Vessel confirming that the Vessel is in class and free
from recommendations and/or conditions;  8.Copies
of the Vessels Antigua and Barbuda Certificate of Registry and Radio License
and (if available) German Certificate of Registry and Radio License and
unexpired copies of the Vessels Safety Equipment, Safety Construction, Safety
Radio, Loadline, International Tonnage, I.O.P.P., ISM DOC, ISM SMC, ISPS ISSC
and ISPS CSB, and all other relevant Vessels certificates to be provided by
Sellers to the Buyers within five (5) Banking Days of the execution by
both Parties in fax or email copy of this Addendum;  9.An
original Certificate of Deletion for the Vessel issued by the German Ship
Registry in Hamburg dated the date of delivery of the Vessel to the Buyers duly
notarized and /or authenticated by means of an Apostille for Panama OR if as a
matter of practice an original Deletion Certificate is not available at the
time of delivery of the Vessel, a letter from the Sellers to the Buyers
undertaking to provide an original Deletion Certificate issued by the German
Ship Registry in Hamburg (duly notarized and/or authenticated by means of an
Apostille for Panama as aforesaid) to the Buyers as soon as possible following
delivery but in any event within thirty (30) days of the date of delivery of
the Vessel;  10.Written
Undertaking from the Sellers to deliver to the Buyers as soon as practicable
but in any event within thirty (30) days from the date of delivery of the
Vessel an original Closed Continuous Synopsis Record issued by the German Ship
Registry;  11.Commercial
Invoice for the Vessel in two (2) originals;  12.An invoice for
bunkers and lubricating oils remaining on board the Vessel at the time of
delivery with all supporting vouchers;  13.Letter from
the Sellers confirming that to the best of Sellers knowledge and belief during
the period of the Sellers ownership the Vessel has not been blacklisted by the
Arab Boycott League in Damascus or by any other nation, state or organisation.  14.Letter from
the Sellers confirming that during the period of the Sellers ownership the
Vessel has not been detained by any Port State Control authorities;


15.Letter of
confirmation from the Sellers that to the best of Sellers knowledge and belief
during the period of the Sellers ownership the Vessel has not touched bottom;  16.Letter of
confirmation from the Sellers confirming that at the time of delivery of the
Vessel they shall decommission INMARSAT(s) without delay; and  17.Any additional
documents as may reasonably be required by the Panama Ship Registry for the
purpose of registering the title in the Vessel in the Buyers, provided that the
Buyers notify the Sellers of any such documents as soon as reasonably
practicable after the date hereof.  Latest, one (1) Banking
Day prior to date of tendering Notice of Readiness the Sellers shall provide
the Buyers with a full set of specimen copies of above listed delivery
documents except items A. 3, 5, 7 and 8 which shall be provided to the Buyers
when issued.  At the time of delivery
the Sellers shall also hand to Buyers all classification and trading
certificates which are on board the Vessel. Other certificates which are on
board the Vessel shall also be handed over to the Buyers except the Original
Certificate of Registry, Radio Licence, the ISM DOC, the ISM SMC and the ISPS
ISSC but the Buyers have the right to take copies.  B.Documents
to be provided by the Buyers:-  (1)Original
Minutes of the Board of Directors of the Buyers, notarially attested and legalised
by Apostille, resolving to purchase the Vessel from the Sellers and to release
the 5% deposit in the joint account held in the name of the Buyers and the
Sellers;  (2)Original Power
of Attorney of the Buyers, notarially attested and legalised by Apostille,
authorising its appointed representatives to execute all necessary documents in
order to purchase the Vessel from the Sellers and to release the 5% deposit
held in the joint account in the name of the Buyers and the Sellers;  (3)Certificate of
Goodstanding of the Buyers dated not earlier than ten (10) Banking Days
prior to the date of delivery of the Vessel.  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.  All other terms and
conditions of this Memorandum of Agreement to remain in full force and effect.  Dated this           
day of August 2007.  /s/ M. Heinrichs
  
  /s/ Cliff HansonFor
  SELLERS
  
  For
  BUYERS


Internaut Shipping GmbH Hamburg
Branch Gr
Elbstr 145 e 22767
Hamburg Germany   27th July 2007  Dear Sirs  Pursuant to our MOA
agreements for mv Baffin and mv Franklin dated 21.7.2007 and a successful
delivery/handover of each vessel we, Britannia Bulk Plc, London, hereby
guarantee to Internaut Shipping the performance of vessels as new owners under
NYPE Charter Party dated 29, January 2007 for account of Kristian Jebsens
Rederi A/S, Bergen.    Yours faithfully/s/ C.J. HansonC. J. HansonManaging DirectorBritannia Bulk plc
  Phone:
  +44 (0)20 7264 4900Dexter house
  Fax:
  +44 (0)20 7264 49492 Royal Mint Court
  Email
  management@britbulk.comLondon EC3N 4QN, UK
  Internet
  www.britbulk.comReg
  in Eng. No 03842976
  VAT
  Reg. No: GB 774 14 5127