___, 2005

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


Maxim Group LLC
405 Lexington Avenue
New York, New York 10174
Attn: Clifford A. Teller

            Re:   Initial Public Offering

Gentlemen:

            The   undersigned   stockholder   and  director  of  Star   Maritime
Acquisition  Corp.  ("Company"),  in  consideration of Maxim Group LLC ("Maxim")
entering  into a letter of intent  ("Letter of Intent") to underwrite an initial
public  offering of the  securities of the Company  ("IPO") and embarking on the
IPO process, hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 11 hereof):

            1.  If  the  Company  solicits  approval  of its  stockholders  of a
Business Combination,  the undersigned will vote all Insider Shares owned by him
in  accordance  with the  majority  of the votes cast by the  holders of the IPO
Shares.

            2. In the event  that the  Company  fails to  consummate  a Business
Combination  within 18 months from the effective date ("Effective  Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus  relating to the IPO), the undersigned will take all
reasonable actions within his power to cause the Company to liquidate as soon as
reasonably practicable. In such event, the undersigned hereby waives any and all
right,  title,  interest  or  claim  of  any  kind  in  or  to  any  liquidating
distributions by the Company, including, without limitation, any distribution of
the  Trust  Fund (as  defined  in the  Letter  of  Intent)  as a result  of such
liquidation  with respect to his Insider Shares  ("Claim") and hereby waives any
Claim the  undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse  against
the Trust Fund for any reason  whatsoever.  The undersigned  agrees to indemnify
and hold  harmless  the  Company  against any and all loss,  liability,  claims,
damage and expense whatsoever (including,  but not limited to, any and all legal
or other expenses reasonably  incurred in investigating,  preparing or defending
against any litigation,  whether pending or threatened, or any claim whatsoever)
which  the  Company  may  become  subject  as a result of any claim by any third
party,  but only to the extent  necessary  to ensure that such loss,  liability,
claim, damage or expense does not reduce the amount in the Trust Fund.

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Star Maritime Acquisition Corp.
Maxim Group LLC
___, 2005
Page 2


            3. In order to minimize  potential  conflicts of interest  which may
arise  from  multiple  affiliations,  the  undersigned  agrees to present to the
Company for its  consideration,  prior to  presentation  to any other  person or
entity,  those  opportunities to acquire one or more entities with agreements to
acquire  vessels or an  operating  business in the  shipping  industry  that the
undersigned  reasonably believes is suitable for the Company,  until the earlier
of the consummation by the Company of a Business Combination, the liquidation of
the  Company  or until such time as the  undersigned  ceases to be an officer or
director of the Company,  subject to any fiduciary  obligations  the undersigned
might have.

            4. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with  any of the  Insiders  unless  the  Company  obtains  an  opinion  from  an
independent  investment  banking firm  reasonably  acceptable  to Maxim that the
business  combination  is fair to the  Company's  stockholders  from a financial
perspective.

            5.  Neither  the  undersigned,  any  member  of  the  family  of the
undersigned,  nor any Affiliate of the  undersigned  will be entitled to receive
and will not accept any  finder's  fee or any other  compensation  for  services
rendered to the Company prior to the  consummation of the Business  Combination;
provided  that the  undersigned  shall be  entitled  to  reimbursement  from the
Company for his  out-of-pocket  expenses incurred in connection with seeking and
consummating a Business Combination.

            6.  Neither  the  undersigned,  any  member  of  the  family  of the
undersigned,  or any Affiliate of the undersigned will be entitled to receive or
accept a finder's fee or any other  compensation  in the event the  undersigned,
any member of the family of the  undersigned or any Affiliate of the undersigned
originates a Business Combination.

            7. The undersigned will escrow his Insider Shares for the three-year
period commencing on the Effective Date,  subject to the terms of a Stock Escrow
Agreement  which the Company will enter into with the  undersigned and an escrow
agent acceptable to the Company.

            8. The undersigned  agrees to be a Director of the Company until the
earlier of the  consummation  by the  Company of a Business  Combination  or the
liquidation of the Company. The undersigned's biographical information furnished
to the Company and Maxim and  attached  hereto as Exhibit A is true and accurate
in all  respects,  does not omit any  material  information  with respect to the
undersigned's  background  and  contains all of the  information  required to be
disclosed  pursuant  to Section 401 of  Regulation  S-K,  promulgated  under the
Securities Act of 1933. The undersigned's Questionnaire furnished to the Company
and Maxim and annexed as Exhibit B hereto is true and accurate in all  respects.
The undersigned represents and warrants that:

            (a) he is not subject to or a  respondent  in any legal  action for,
any  injunction,  cease-and-desist  order or order or  stipulation  to desist or
refrain from any act or practice  relating to the offering of  securities in any
jurisdiction;


                                       2
<PAGE>

Star Maritime Acquisition Corp.
Maxim Group LLC
___, 2005
Page 3


            (b) he has never been  convicted  of or pleaded  guilty to any crime
(i)  involving  any  fraud or (ii)  relating  to any  financial  transaction  or
handling of funds of another person,  or (iii) pertaining to any dealings in any
securities and he is not currently a defendant in any such criminal  proceeding;
and

            (c) he has never been  suspended or expelled from  membership in any
securities  or  commodities  exchange  or  association  or had a  securities  or
commodities license or registration denied, suspended or revoked.

            9. The undersigned has full right and power,  without  violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as a Director of the Company.

            10. The undersigned authorizes any employer,  financial institution,
or  consumer  credit  reporting  agency  to  release  to  Maxim  and  its  legal
representatives  or agents (including any investigative  search firm retained by
Maxim) any  information  they may have about the  undersigned's  background  and
finances ("Information"),  solely for the purposes of the Company's IPO. Neither
Maxim nor its agents shall be violating  the  undersigned's  right of privacy in
any manner in  requesting  and  obtaining the  Information  and the  undersigned
hereby  releases  them  from  liability  for  any  damage   whatsoever  in  that
connection.

            11. As used  herein,  (i) a  "Business  Combination"  shall  mean an
acquisition by merger,  capital stock exchange,  asset or stock acquisition,  or
similar  business  combination  with one or more  businesses  with agreements to
acquire vessels or an operating  business in the shipping  industry  selected by
the Company; (ii) "Insiders" shall mean all officers, directors and stockholders
of the Company  immediately  prior to the IPO; (iii) "Insider Shares" shall mean
all of the shares of Common  Stock of the Company  owned by an Insider  prior to
the IPO; and (iv) "IPO  Shares"  shall mean the shares of Common Stock issued in
the Company's IPO.


                                     --------------------------------
                                     Petros Pappas


                                       3
<PAGE>

Star Maritime Acquisition Corp.
Maxim Group LLC
___, 2005
Page 4


                                    EXHIBIT A

                      [Insider's biographical information]


                                       4