**Exhibit 4.4**
| **MEMORANDUM  OF AGREEMENT** Dated: ***30th March 2005.*** | Norwegian Shipbrokers’ Association’s Memorandum of  Agreement for sale and purchase of ships. Adopted by The Baltic and  International Maritime Council (BIMCO)in 1956. |
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|                                                       | Code-name**SALEFORM 1993**                                                                                                                                                        |
|                                                       | Revised 1966, 1983 and 1986/87.                                                                                                                                                   |
|                                                       |                                                                                                                                                                              |

 

**FIRSTORIGINAL**

***Dermaga Shipping Co Ltd*** hereinafter called the Sellers, haveagreed to sell, and  ***BritanniaBulk S.A., Panama, a company fully guaranteed by Britannia Bulk Plc, London*** hereinafter called the Buyers, haveagreed to buy

Name: ***M/V “ANTHEA Y”***

Classification Society/Class: ***RINA***
| Built:***1984***            | By:    | ***STOCZNIA SZCZECINSKA IM A  WARSKIEGO, SZCZECIN, POLAND*** |
|-----------------------------|--------|--------------------------------------------------------------|
| *** ***                |   | *** ***                                                 |
| Flag:***Cyprus***           |   | Place of Registration:***Limassol, Cyprus***                 |
| *** ***                |   | *** ***                                                 |
| Call Sign:*********P3JW8*** |   | Grt/Nrt:***21551/11066***                                    |

 

Register Number: ***166/1999***

***IMO No:******8107311***

hereinafter called the Vessel, on thefollowing terms and conditions:

**Definitions**

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

“In writing” 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 Society referred to in line 4.

1.**                         ****Purchase Price**

***USD 11,500,000 (United States Dollars eleven million five hundredthousand) less 1% (one per cent) Buyers’ address commission which to be deductedfrom 90% (ninety per cent) balance Purchase Price.***

2.**                          Deposit**

As security for the correctfulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten percent) of the Purchase Price within ***three (3)*** banking days ***after the MOA is signed by the******Sellers and the Buyersby fax. MOA is to be signed latest 3 working days after agreeing main terms.~~~~***~~from the date of this Agreement~~~~.~~This deposit shall be placed with ***Bank of Scotland, Corporate Banking- Marine Finance, New Uberior House, 11 Earl Grey Street, Edinburgh EH39BN SwiftCode: BOFSGB2L - Favour: Dermaga Shipping / Britannia Bulk S.A., Panama -************A/c89651USD15 Cover Via New York correspondent: Bank of New York, One Wall Street,New York NY 10286 USA SWIFT Code : IRVTUS3N - Account Number: 8033307269 - Foraccount of Bank of Scotland******International Services UK***

***Detailsof Sellers’ bank as follows : Stuart MacLachlan - Associate Director - Bank ofScotland - Marine Corporate - Telephone: 0131 659 0325 - Fax: 0131 659 0387 - E-mail:stuart_maclachlan@bankofscotland.co.uk - 1st Floor, New Uberior House, 11 EarlGrey Street, Edinburgh EH3 9BN***and held by them in ajoint ***interest bearing*** 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 ***bank charges***~~fee charged~~for holding the said deposit shall be borne equally by the Sellers 

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and the Buyers. ***Any bank charges of the Sellers bankto be for Sellers account. Any bank charges of the Buyers bank to be for Buyersaccount. Bank closing fees to be equally shared by the Buyers and the Sellers.***

3.**                         ****Payment**

The ***10% (ten per cent) deposit and 90%(ninety per cent) balance***~~said~~Purchase Price shall ***be released to the Sellers at thetime of delivery against presentation of delivery documents by the Sellers tothe Buyers. The 90% (ninety percent) balance Purchase Price shall***bepaid***by the Sellers tothe Buyers*** in full free of bank charges to***Bank of Scotland, CorporateBanking, Shipping Finance, 2nd Floor, 11 Earl Grey Street, Edinburgh EH39BN -Branch ; Intl Division Edinburgh - Sort Code : 80-20-11 - Swift Address :BOFSGB2SXXX - Account Number: 89651USD01 - IBAN Number: GB69BOFS80201389651101- Favour : Dermaga Shipping Co Ltd - Corresponding Bank : Bank of New York, 1Wall Str, New York 10286 - Swift Address: IRTVUS3N - Account n° 8033307269***on delivery of the Vessel, but not later than3 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.

4.**                         ****Inspections**

a)*                  The Buyers have inspected and accepted theVessel’s classification records. The Buyers have also inspected the Vessel ~~at/~~in ***Lagos, Nigeria*** on ***10th December 2004***and have accepted the Vessel following thisinspection and the sale is outright and definite, subject only to the terms andconditions of this Agreement.

~~b)*~~              ~~The Buyers shall have the right to inspect theVessel’s classification records and declare whether same are accepted or notwithin~~

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

~~The Buyers shall undertakethe inspection without undue delay to the Vessel. Should the Buyers cause unduedelay they shall compensate the Sellers for the losses thereby incurred. The-Buyersshall inspect the Vessel without opening-up and without cost to the Sellers.During the inspection, the Vessel’s deck and engine log books shall be madeavailable for examination by the Buyers. If the Vessel is accepted after suchinspection, the sale shall become outright and definite, subject only to theterms and conditions of this Agreement, provided the Sellers receive writtennotice of acceptance from the Buyers within 72 hours after completion of suchinspection.~~

~~Should notice of acceptanceof the Vessel’s classification records and of the Vessel not be received by theSellers as aforesaid, the deposit together with interest earned shall bereleased immediately to the Buyers, whereafter this Agreement shall be null andvoid.~~

****                           **~~4 a) and 4b) arealternatives; delete whichever is not applicable. In the absence of deletions,~~**~~alternative 4a) to apply.~~*

5. **                      ****Notices, time and place ofdelivery**

a)                       The Sellers shall keep the Buyers wellinformed of the Vessel’s itinerary ***and movements after******signing******MOA by fax,*** and shall provide the Buyers with ***15,10,***~~and~~days ***approximate*** notice ***and 7/5/3/1 day definite notice***of the estimated time of arrival at the intended place of ~~drydocking/underwaterinspection/~~delivery. ***Immediatelythereafter,*** When the Vessel is at the place of delivery and inevery respect physically ready for delivery in accordance with this Agreement,the Sellers shall give the Buyers a written Notice of Readiness for delivery.

***Should Buyers nottake delivery within the 3 banking days from the day of receipt of Sellers’Notice of Readiness, the Buyers shall pay to the Sellers the sum of USD 4,000(four thousand U.S. Dollars) per day as liquidated damages, but such detentionshall not exceed ten (10) days.***

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b)                        TheVessel shall be delivered and taken over safely afloat at a safe and accessibleberth or anchorage at/ in ***China/Nanjing***in the Sellers’ option.

Expected time ofdelivery:***uponcompletion of her present Charter commitment, within April 1st/April 10th 2005in Sellers option.***

Date of cancelling (seeClauses 5 c), 6 b) (iii) and 14): ***April 22nd, in Buyers option.***

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 running days ofreceipt of the notice or of accepting the new date as the new cancelling date.If the Buyers have not declared their option within 7 running days of receiptof the Sellers’ notification or if the Buyers accept the new date, the dateproposed in the Sellers’ notification shall be deemed to be the new cancellingdate and shall be substituted for the cancelling date stipulated in line 61.

If this Agreement ismaintained with the new cancelling date all other terms and conditions hereofincluding those contained in Clauses 5 a) and 5 c) shall remain unaltered andin full force and effect. Cancellation or failure to cancel shall be entirelywithout prejudice to any claim for damages the Buyers may have under Clause 14for the Vessel not being ready 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**

~~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 without drydocking. However, the Buyers shallhave the right at their ***riskand*****expense toarrange for an underwater inspection by a diver approved by the ***RINA*****Classification Society prior to thedelivery of the Vessel, ***withClass Surveyor****, **Buyers and Sellers**’ **representatives in attendance**.*TheSellers shall at their cost make the Vessel available for such inspection. Theextent of the inspection and the conditions under which it is performed shallbe to the satisfaction of the Classification Society. If the conditions at theport of delivery are unsuitable for such inspection, ***i.e. visibility not sufficient orcurrents too strong to allow and underwater inspection****,*the Sellers ***at their expense are to arrange tomove*****~~shall make~~the Vessel ~~available at~~***to*****asuitable alternative ***port/dock/anchorage*****~~place~~near to the delivery port***to facilitate sameas soon as possible****.*

***It is understood that the costs of diver inspection andclass surveyor fee will be for Buyers account if no damages found affectingclass but otherwise the Sellers will have to pay such costs.***

(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 bedrydocked at their expense for inspection by the

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Classification Society of the Vessel’s underwaterparts below the deepest load line, the extent of the inspection being inaccordance with the Classification Society’s rules. If the rudder, propeller,bottom or other underwater parts below the deepest load line are found broken,damaged or defective so as to affect the Vessel’s class, such defects shall bemade good by the Sellers at their expense to the satisfaction of theClassification Society without condition/recommendation*. In such event theSellers are to pay also for the cost of the underwater inspection and theClassification Society’s attendance.

(iii) If the Vessel is tobe drydocked pursuant to Clause 6 b) (ii) and no suitable dry-dockingfacilities are available at the port of delivery, the Sellers shall take theVessel to a port where suitable drydocking facilities are available, whetherwithin or outside the delivery range as per Clause 5 b). Once drydocking hastaken place the Sellers shall deliver the Vessel at a port within the deliveryrange as per Clause 5 b) which shall, for the purpose of this Clause, becomethe new port of delivery. In such event the cancelling date provided for inClause 5 b) shall be extended by the additional time required for thedrydocking and extra steaming.~~, but limited to a maximum of 14 running days~~.

***Should divers inspection find damage to the Vessel’sunderwater parts which results in recommendation imposed by class requiring thevessel to dry-dock immediately, then clause 6 to apply and the vessel to bedry-docked in accordance with the terms and conditions of the said clause.Further the cancelling date to be extended.***

***If in event present Class imposes a recommendation but theVessel is not required to drydock before her next scheduled drydock, thenSellers shall pay to the Buyers the estimated cost to repair such damage in away which is acceptable to the class (which should be the direct cost of the repairof such damage) and to be based on the average of the two quotations given bytwo reputable independent repair yards at port of delivery/area, one appointedby the Sellers and one appointed by the Buyers. The amount as agreed shall bededucted from the balance of the purchase money at the time of delivery.***

c)                         Ifthe Vessel is drydocked pursuant to Clause ~~6 a) or~~6 b) above

(i) the ClassificationSociety may require survey of the tailshaft system, the extent of the surveybeing to the satisfaction of the Classification surveyor. If such survey is notrequired by the Classification Society, the Buyers shall have the right torequire the tailshaft to be drawn and surveyed by the Classification Society,the extent of the survey being in accordance with the Classification Society’srules for tailshaft survey and consistent with the current stage of the Vessel’ssurvey cycle. The Buyers shall declare whether they require the tailshaft to bedrawn and surveyed not later than by the completion of the inspection by theClassification Society. The drawing and refitting of the tailshaft shall bearranged by the Sellers. Should any parts of the tailshaft system be condemnedor found defective so as to affect the Vessel’s class, those parts shall berenewed or made good at the Sellers’ expense to the satisfaction of theClassification 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) the expenses inconnection with putting the Vessel in and taking her out of drydock, includingthe drydock dues and the Classification Society’s fees shall be paid by theSellers if the Classification Society issues any condition/recommendation* as aresult of the survey or if it requires survey of the tailshaft system. In allother cases the Buyers shall pay the aforesaid expenses, dues and fees.

(iv) the Buyers’ representative shall have the rightto be present in the drydock, but without interfering with the work ordecisions of the Classification surveyor.

(v) the Buyers shall havethe right to ***attend thevessel and*****havethe underwater parts of the Vessel cleaned and painted ***etc*****at their risk and expense withoutinterfering with the Sellers’ or the Classification surveyor’s work, if any,and without affecting the Vessel’s timely delivery. ***Buyers’******work to be liaisedwith Sellers’ attending superintendents.***If,

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however, the Buyers’ work in drydock is still in progress when theSellers have completed the work which the Sellers are required to do, theadditional docking time needed to complete the Buyers’ work shall be for theBuyers’ 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, ***provided, of course, she is in allrespects ready for delivery in accordance with the terms of this MOA,*****and the Buyersshall be obliged to take delivery in accordance with Clause 3, whether theVessel is in drydock or not and irrespective of Clause 5 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; deletewhichever is not applicable. In the absence of deletions, alternative 6 a) toapply.*

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

The Sellers shall deliver the Vessel to the Buyerswith everything belonging to her on board, ***ashore and on order****.~~~~*~~and on shore.~~ All spare parts and spareequipment ***(used orunused)*****includingspare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any,belonging to the Vessel ***fromthe moment when MOA will be**signed*****~~at the time of inspection~~used orunused, whether on board or not shall become the Buyers’ property.~~, butspares on order are to be excluded.~~ Forwarding charges, if any, shall befor the Buyers’ account. The Sellers are not required to replace spare partsincluding spare tail-end shaft(s) and spare propeller(s)/propeller blade(s)which are taken out of spare and used as replacement prior to delivery, but thereplaced items shall be the property of the Buyers. ***All*****The radio installation and navigationalequipment shall be included in the sale without extra payment. ~~if they are theproperty of the Sellers.~~***All broached/unbroached*****~~Unused~~stores and provisions shall be included in the saleand 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), ***except of technical etc library.*****shall be excluded without compensation.Captain’s, Officers’ and Crew’s personal belongings including the slop chestare to be excluded from the sale, as well as the following additional items(including items on hire): ***oxygen/ acetylene / gas bottles which are on hire and “mini-m satellite phone whichis leased.***

***At the time ofclosing and vessel’s delivery,*****The Buyers shall take over the remaining bunkers and unusedlubricating oils ***(whichare defined as those lubricating oils which have not passed through the systemand which are stored in storage tanks and/or in sealed drums)*****in storage tanks and ~~sealed~~***unbroached*****drums and pay the ***Sellers’ net purchase price*****~~current net market price~~ (~~excluding~~***less any discountsand*****bargingexpenses) ***with latestsupporting vouchers.*****~~atthe port and date of delivery of the Vessel.~~ Payment under this Clauseshall be made at the same time and place and in the same currency as thePurchase Price.

**8.**                          Documentation

The place of closing: ***Sellers nominated place in Piraeus****.*

In exchange for payment of the Purchase Price theSellers shall furnish the Buyers with delivery documents ***to be mutually agreed****.*~~, namely:.~~

***Agreement on listof delivery documents to be reached during negotiations and same to beincorporated in the MOA or in Addendum, in case of delay, so as not to delaythe lodging of the***

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***deposit.***

***Drafts of thedelivery documents as appropriate to be faxed to Buyers in advance of delivery.Any disagreement on the list of documents not to affect the validity of thedeal/agreement.***

***Sellers to assistBuyers and provide them with all information and original and copies ofCertificates as may be reasonably required for Buyers registration purposes.***

~~a)~~                       ~~LegalBill of Sale in a form recordable in (the country in which the Buyers are toregister the Vessel), warranting that the Vesselis free from all encumbrances, mortgages and maritime liens or any otherdebts or claims whatsoever, duly notarially attested and legalized by theconsul 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 registeredencumbrances.~~

~~e)~~                         ~~Certificate of Deletion ofthe Vessel from the Vessel’s registry or other official evidence of deletionappropriate to the Vessel’s registry at the time of delivery, or, in the eventthat the registry does not as a matter of practice issue such documentationimmediately, a written 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 has 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 a 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. Other technicaldocumentation which may be in the Sellers’ possession shall be promptlyforwarded to the Buyers at their expense, if they so request. The Sellers maykeep the Vessel’s log books but the Buyers to have the right to take copies ofsame.~~

***The Vessel’s plandrawings, instruction manuals, operating manuals, copies of the last log bookincluding machinery log book, manuals, equipment and machinery, as they are onboard to be delivered to the Buyers’ master. Similar technical documentationexisting into the managers office to be delivered to the Buyers’ office atSvendborg, Denmark on Buyers expense after delivery.***

9.                          **Encumbrances**

The Sellers warrant that the Vessel, at the time of delivery, is freefrom all charters, encumbrances, ***taxes,*** mortgages and maritime liens, ***maritime claims and****/*or any other debts ***and claims*****whatsoever. The Sellers hereby undertaketo indemnify the Buyers against all consequences of claims made against theVessel which have been 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.

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11.                    **Condition on delivery**

The Vessel with everything belonging to her shall beat the Sellers’ risk and expense until she is delivered to the Buyers, butsubject to the terms and conditions of this Agreement she shall be deliveredand taken over ***insubstantially the same condition*****as she was at the time of inspection ***in Lagos, Nigeria,*****fair wear and tear excepted.

However, the Vessel shall be delivered with her class ***fully*****maintained ~~without~~***free from*****~~condition/~~recommendations*, freeof average damage affecting the Vessel’s class, and with ***all*****her classification certificates andnational ***andinternational trading*****certificates,as well as all other certificates the Vessel had at the time of inspection, ***clean and*****valid ***as required under her present flag, for a period ofminimum three (3) months,*****andunextended without condition/recommendation* by Class or the relevantauthorities at the time of delivery, ***and with all continuous survey cycles upto date at the timeof delivery****.*

***Vessel to bedelivered charter free with swept clean holds and free from any contractobligations, and free of stowaways.***

“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 ofthis Agreement. If the Vessel is taken over without inspection, the date ofthis Agreement shall be the relevant date.~~

*                            Notes,if any, in the surveyor’s report which are accepted by the ClassificationSociety 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 Vesselceases to be physically ready for delivery and is not made physically readyagain in every respect by the date stipulated in line 61 and new Notice ofReadiness given, the Buyers shall retain their option to cancel. In the eventthat the Buyers elect to cancel this Agreement the deposit together withinterest earned shall 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 parties ***by fax*****and the deposit has been lodged, theBuyers

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have the right to place ***maximum three*****~~two~~ representativeson board the Vessel at their sole risk and expense ***upto the time and place ofdelivering the Vessel.****~~~~*~~uponarrival at on or about~~

These representatives are on board for the purpose offamiliarisation and in the capacity of observers only, and they shall notinterfere in any respect with the operation of the Vessel. The Buyers’representatives shall sign the Sellers’ ***usual*****letterof indemnity ***on***/priorto their embarkation. ***Sellersshall provide accommodation and provisions as usual for their own crew withactual expenses.***

16.                    **Arbitration**

a)*                  ThisAgreement shall be governed by and construed in accordance with English law andany dispute arising out of this Agreement shall be referred to arbitration inLondon in accordance with the Arbitration Acts 1950 and 1979 or any statutorymodification or re-enactment thereof for the time being in force, onearbitrator being appointed by each party. On the receipt by one party of thenomination in writing of the other party’s arbitrator, that party shall appointtheir arbitrator within fourteen days, failing which the decision of the singlearbitrator appointed shall apply. If two arbitrators properly appointed shallnot agree they shall appoint an umpire whose decision shall be final.

~~b)*~~                 ~~This Agreement shall be governed byand construed in accordance with Title 9 of the United States Code and the Lawof the State of New York and should any dispute arise out of this Agreement,the matter in dispute shall be referred to three persons at New York, one to beappointed by each of the parties hereto, and the third by the two so chosen;their decision or that of any two of them shall be final, and for purpose ofenforcing any award, this Agreement may be made a rule 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.~~*

***Clause17.***

***Any taxes, fees andexpenses connected with the closing of the Sellers register, Sellers crewrepatriation and all port charges on arrival and until delivery of the Vesselshall be for the Sellers’ account.***

***Any taxes, fees andexpenses connected with the purchase and registration under Buyers’ flag shallbe for the Buyers’ account including all port charges following delivery.***

***Clause18.***

***Sellers to providea letter stating that to the best of their knowledge, the Vessel is notblacklisted by the Arab boycott league in Damascus or any other nation ororganisation.***

***Clause 19.***

***Thisdeal/negotiation to be kept strictly private and confidential by all partiesconcerned.***
| ***THE SELLERS***                | *** *** | ***THE BUYERS*** |
|----------------------------------|--------------|------------------|
| *** ***                     | *** *** | *** ***     |
|  /s/ Theo  Baltatais        |         |             | /s/ C.J. Hanson |   |
| Theo Baltatais  As per authority |         |             |
|                                  |              |                  |  |  |

 

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This document is a**computer generated copy of “SALEFORM 1993”,printed by authority of the Norwegian Shipbrokers’ Association, using softwarewhich is the copyright of Strategic Software Ltd. Any insertion or deletion tothe form must be clearly visible. In the event of any modification made to thepreprinted text of this document, the original document shall apply. TheNorwegian Shipbrokers’ Association and Strategic Software Ltd. assume noresponsibility for any loss or damage caused as a result of discrepanciesbetween the original approved document and this document.

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**ADDENDUM NO.1DATED 1st APRIL, 2005TOA MEMORANDUM OF AGREEMENTDATED 30****th March2005 (THE “MOA”)FOR MV “ANTHEA Y”(THE “VESSEL”)**

With reference to the aforementioned MOA made by andbetween DERMAGA SHIPPING CO. LIMITED, of Nicosia, Cyprus (hereinafter calledthe “Sellers”) and BRITANNIA BULK S.A., of Panama (hereinafter called the “Buyers”),the Sellers and the Buyers hereby mutually agree as follows:

In exchange for payment of the purchase price, theSellers shall deliver to the Buyers on the delivery date the followingdocuments:

1) Two original Legal Bills of Sale in Body Corporateform, evidencing the transfer of one hundred percent (100 per cent) shares inthe vessel and stating that the vessel is free from all mortgages,encumbrances, maritime liens and other debts whatsoever legalised by theCypriot Embassy - Maritime Section in Piraeus or legalised by a CertifyingOfficer in Cyprus and further legalised by Apostille.

2) Minutes of separate meetings of the Board of Directorsand of the Shareholders of the Sellers, resolving the sale and transfer of thevessel to Buyers according to the terms of the MOA, appointing authorizedsignatories for the execution of the various delivery documents, to concludethe sale and perform the delivery of the vessel to the Buyers, duly legalizedby a Certifying Officer in Cyprus and legalised by Apostille.

3) Power of Attorney issued by the Sellers, inaccordance with the resolutions referred to under *2*above in favour of the authorised as above signatories ofthe Sellers’ various delivery documents authorising the conclusion of thedelivery of vessel to the Buyers, legalized by a Certifying Officer in Cyprusand legalised by Apostille.

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4) Protocol of Delivery and Acceptance in duplicate.

5) Original commercial invoice in duplicate stamped on the face of theinvoice with the Sellers’ company seal and signed by an authorised signatory ofthe Sellers, covering the purchase price of the Vessel.

6) An original Certificate of Ownership and Encumbrances of the Vesseldated not more than 1 (one) banking day prior to Vessel’s delivery, evidencingthe Sellers’ ownership of the Vessel and certifying that the Vessel is freefrom registered encumbrances, issued by the Cypriot Embassy - Maritime Sectionin Piraeus.

7) A recent original Good Standing Certificate of the Sellers issued bythe Cypriot Embassy - Maritime Section in Piraeus.

8) Copy of the Memorandum and Articles of Association of the Sellers inEnglish, certified as a true copy by an attorney-at-law.

9) Letter from the Sellers undertaking to deliver the vessel physicallyto the Buyers immediately after the purchase money is paid and certifying thatthe Vessel is free from all mortgages, encumbrances, maritime liens and otherdebts whatsoever at time of delivery.

10) Letter from the Sellers undertaking to provide the Buyers, within30 days after delivery date of the Vessel, an Original Deletion Certificate,issued by the Cypriot Embassy - Maritime Section in Piraeus, evidencingdeletion of the Vessel from the Cypriot register, naming the owners of theVessel at the time of the Vessel’s deletion, which must exactly match with theSellers’ name in the Bill of Sale, stating that the Vessel at time of deliverywas free from encumbrances.

11) Letter from the Sellers stating the Vessel is not blacklisted bythe Arab Boycott League in Damascus or any other nation or organisation.

12) Certificate issued by Vessel’s classification society dated notmore than two (2) business days prior to Vessel’s delivery date, confirmingthat the Vessel is free from any recommendation as to class.

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Buyers will deliver to the Sellers at the time of delivery thefollowing documents :

1) Original Resolutions of the Shareholders and Directors of theBuyers, resolving purchase of the Vessel from the Sellers and appointing thevarious signatories to sign Buyers’ delivery documents and accept delivery ofthe vessel from the Sellers, duly notarised and apostilled or legalised byPanamanian authorities.

2) Original Power of Attorney issued in the name of the varioussignatories of the Buyers’ delivery documents, duly notarized and apostilled orlegalised by Panamanian authorities.

3) Copy of Articles of Incorporation of the Buyers certified as true bya Notary Public.

All documents as stated above must be provided to Buyers in Englishlanguage.
| For the Sellers :        | For the Buyers :          |
|--------------------------|---------------------------|
| Dermaga Shipping Co. Ltd |                      |
|                     |                      |
|                     |                      |
| /s/ Theo Baltatais       |                      | /s/ Stephen  Charles Edmondson | * * |
| Theo Baltatais           | Stephen Charles Edmondson |
| As per authority.        | Attorney in fact          |
|                          |                           |  |  |

 

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**ADDENDUM NO. 2DATED 5**th APRIL, 2005TOA MEMORANDUM OF AGREEMENTDATED 30th MARCH 2005 (THE “MOA”)FOR MV “ANTHEA Y”(THE “VESSEL”)

With reference to the aforementioned MOA made by andbetween DERMAGA SHIPPING CO. LIMITED, of Nicosia, Cyprus (hereinafter calledthe “Sellers”) and BRITANNIA BULK S.A., of Panama (hereinafter called the “Buyers”),the Sellers and the Buyers hereby mutually agree as follows:

1) The vessel shall bedelivered and taken over safely afloat at a safe and accessible berth oranchorage in Qingdao/China in Sellers’ option.

2) All other terms and conditions of theaforementioned MOA remain unaltered and in force.
| For the Sellers :       | For the Buyers :                             |
|-------------------------|----------------------------------------------|
| Dermaga Shipping Co Ltd |                                         |
|                    |                                         |
|                    |                                         |
| /s/ Theo Baltatais      |                                         | /s/ Stephen Charles Edmondson |   |
| NAME + TITLE            | NAME + TITLE                                 |
| Theo Baltatais          | Stephen Charles Edmondson  Attorney in Fact. |
|                         |                                              |  |  |  |

 

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**ADDENDUMNO. 3DATED 15****th APRIL, 2005TOA MEMORANDUM OF AGREEMENTDATED 30****th MARCH 2005 (THE “MOA”)FOR MV “ANTHEA Y”(THE “VESSEL”)**

With reference to the aforementioned MOA made by andbetween DERMAGA SHIPPING CO. LIMITED, of Nicosia, Cyprus (hereinafter calledthe “Sellers”) and BRITANNIA BULK S.A., of Panama (hereinafter called the “Buyers”),the Sellers and the Buyers hereby mutually agree that in full and finalsettlement of all disputes under the aforementioned MOA the Sellers will deductfrom the cost of the vessel’s bunkers and lubricants on delivery the amount ofUSD 25,000.00 ( United States Dollars Twenty Five Thousand Only).

All other terms and conditions of the aforementionedMOA remain unaltered and in force.
| For the Sellers :        | For the Buyers :                             |
|--------------------------|----------------------------------------------|
| Dermaga Shipping Co. Ltd |                                         |
|                     |                                         |
|                     |                                         |
| /s/ Theo Baltatais       |                                         | /s/ Stephen Charles Edmondson |   |
| NAME + TITLE             | NAME + TITLE                                 |
| Theo Baltatais           | Stephen Charles Edmondson  Attorney in Fact. |
|                          |                                              |  |  |  |

 

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