WARRANT AGREEMENT

      This Warrant  Agreement (this  "Agreement") made as of _________ __, 2005,
by and between Star Maritime  Acquisition  Corp., a Delaware  corporation,  with
offices at c/o Schwartz & Weiss,  P.C., 457 Madision Avenue,  New York, New York
10022  ("Company"),  and American  Stock  Transfer & Trust  Company,  a New York
corporation,  with offices at 59 Maiden Lane, New York, New York 10038 ("Warrant
Agent").

      WHEREAS, the Company is engaged in a public offering ("Public Offering")
of Units ("Units") and, in connection therewith, has determined to issue and
deliver up to 23,000,060 Warrants (the "Warrants") to the public investors, each
of such Warrants evidencing the right of the holder thereof to purchase one
share of common stock, par value $.0001 per share, of the Company's Common Stock
("Common Stock") for $8.00, subject to adjustment as described herein; and

      WHEREAS, the Company has filed with the Securities and Exchange Commission
(the "SEC") a Registration Statement,  No. 333-125662 on Form S-1 ("Registration
Statement")  for the  registration  under the Securities Act of 1933, as amended
("Act") of, among other  securities,  the Warrants and the Common Stock issuable
upon exercise of the Warrants; and

      WHEREAS,  the Company  desires  the Warrant  Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance,  registration,  transfer,  exchange,  redemption  and  exercise of the
Warrants; and

      WHEREAS, the Company desires to provide for the form and provisions of the
Warrants,  the terms upon which  they  shall be issued  and  exercised,  and the
respective  rights,  limitation of rights,  and  immunities of the Company,  the
Warrant Agent, and the holders of the Warrants; and

      WHEREAS,  all acts and  things  have  been  done and  performed  which are
necessary  to make the  Warrants,  when  executed  on behalf of the  Company and
countersigned  by or on behalf of the Warrant  Agent,  as provided  herein,  the
valid,  binding and legal  obligations  of the  Company,  and to  authorize  the
execution and delivery of this Agreement.

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

1. Appointment of Warrant Agent.
The Company  hereby  appoints the Warrant  Agent to act as agent for the Company
for the Warrants,  and the Warrant  Agent hereby  accepts such  appointment  and
agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.

2. Warrants.

      2.1 Form of Warrant. Each Warrant shall be issued in registered form only,
shall be in substantially the form of Exhibit A hereto,  the provisions of which
are incorporated herein, and shall be signed by, or bear the facsimile signature
of,  the  Chairman  of the  Board  or Chief  Executive  Officer  and  Treasurer,
Secretary  or  Assistant  Secretary of the Company and shall bear a facsimile of
the Company's seal. In the event the person whose  facsimile  signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant  before such Warrant is issued,  it may be issued with
the  same  effect  as if he or she had  not  ceased  to be  such at the  date of
issuance.

<PAGE>

      2.2  Effect of  Countersignature.  Unless and until  countersigned  by the
Warrant Agent pursuant to this  Agreement,  a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

      2.3 Registration.

            2.3.1  Warrant  Register.  The Warrant  Agent shall  maintain  books
("Warrant   Register")  for  the  registration  of  original  issuance  and  the
registration  of transfer  of the  Warrants.  Upon the  initial  issuance of the
Warrants,  the Warrant  Agent shall issue and register the Warrants in the names
of the  respective  holders  thereof  in such  denominations  and  otherwise  in
accordance with instructions delivered to the Warrant Agent by the Company.

            2.3.2 Registered  Holder.  Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose  name such  Warrant  shall be  registered  upon the  Warrant
Register  ("registered  holder"),  as the absolute  owner of such Warrant and of
each Warrant represented thereby  (notwithstanding  any notation of ownership or
other writing on the Warrant  Certificate  made by anyone other than the Company
or the Warrant  Agent),  for the purpose of any  exercise  thereof,  and for all
other purposes,  and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.

      2.4 Detachability of Warrants. The securities comprising the Units will
begin to trade separately on the 20th trading day after the earlier to occur of
the expiration of the underwriters' over-allotment option or its exercise in
full, provided that in no event may the separate trading of the securities
comprising the Units occur until the Company files a Current Report on Form 8-K,
which includes an audited balance sheet reflecting the receipt by the Company of
the gross proceeds of the Public Offering including the proceeds received by the
Company from the exercise of the Underwriter's over-allotment option, if the
over-allotment option is exercised prior to the filing of the Form 8-K.

3. Terms and Exercise of Warrants

      3.1 Warrant Price.  Each Warrant shall,  when  countersigned by the
Warrant Agent, entitle the registered holder thereof,  subject to the provisions
of such  Warrant and of this  Warrant  Agreement,  to purchase  from the
Company the number of shares of Common  Stock  stated  therein,  at the price of
$8.00 per whole share,  subject to the adjustments  provided in Section 4 hereof
and in the last  sentence of this Section  3.1.  The term "Warrant Price" as
used in this Warrant  Agreement  refers to the price  per share at which  Common
Stock may be  purchased  at the time a Warrant is exercised.  The Company in its
sole  discretion may lower the Warrant Price at any time prior to the Expiration
Date for a period of not less than ten business days.


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<PAGE>

      3.2  Duration  of  Warrants.  A Warrant may be  exercised  only during the
period  ("Exercise  Period")  commencing on the later of the consummation by the
Company of a merger, capital stock exchange,  asset acquisition or other similar
business  combination  (as described more fully in the  Registration  Statement,
"Business  Combination")  or __________,  2006 and terminating at 5:00 p.m., New
York City time on the earlier to occur of  (i)__________,  2009 or (ii) the date
fixed for  redemption of the Warrants as provided in Section 6 of this Agreement
("Expiration Date").  Except with respect to the right to receive the Redemption
Price (as set forth in Section 6  hereunder),  each Warrant not  exercised on or
before the Expiration Date shall become void, and all rights  thereunder and all
rights in respect  thereof  under  this  Agreement  shall  cease at the close of
business on the Expiration  Date. The Company in its sole  discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, however,
that the Company will provide notice to registered holders of the Warrants of
such extension of not less than 20 days.

      3.3 Exercise of Warrants.

            3.3.1  Payment.  Subject to the  provisions  of the Warrant and this
Warrant  Agreement,  a Warrant,  when countersigned by the Warrant Agent, may be
exercised by the registered  holder thereof by surrendering it, at the office of
the Warrant Agent,  or at the office of its successor as Warrant  Agent,  in the
Borough of Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed,  and by paying in full, in lawful money
of the United States,  in cash,  good certified check or good bank draft payable
to the order of the  Company,  the  Warrant  Price for each full share of Common
Stock as to which the Warrant is exercised and any and all applicable  taxes due
in connection with the exercise of the Warrant,  the exchange of the Warrant for
the Common Stock, and the issuance of the Common Stock.

            3.3.2 Issuance of  Certificates.  As soon as  practicable  after the
exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price,  the  Company  shall  issue to the  registered  holder of such  Warrant a
certificate  or  certificates  for the number of full shares of Common  Stock to
which  he,  she or it is  entitled,  registered  in such name or names as may be
directed by him, her or it, and if such Warrant shall not have been exercised in
full,  a new  countersigned  Warrant  for the  number of shares as to which such
Warrant  shall not have  been  exercised.  Notwithstanding  the  foregoing,  the
Company  shall not be  obligated  to  deliver  any  securities  pursuant  to the
exercise of a Warrant  unless (i) a  registration  statement  under the Act with
respect to the Common Stock issuable upon such exercise is effective, or (ii) in
the opinion of counsel to the  Company,  the  exercise of the Warrants is exempt
from the registration  requirements of the Act and such securities are qualified
for sale or exempt from  qualification  under applicable  securities laws of the
states or other  jurisdictions in which the registered holders reside.  Warrants
may not be exercised by, or securities  issued to, any registered  holder in any
state in  which  such  exercise  or  issuance  would be  unlawful.

            3.3.3 Valid  Issuance.  All shares of Common  Stock  issued upon the
proper  exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


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<PAGE>

            3.3.4  Date  of  Issuance.  Each  person  in  whose  name  any  such
certificate  for  shares of Common  Stock is issued  shall for all  purposes  be
deemed to have  become the holder of record of such  shares on the date on which
the  Warrant  was  surrendered  and  payment  of the  Warrant  Price  was  made,
irrespective  of the date of delivery of such  certificate,  except that, if the
date of such  surrender and payment is a date when the stock  transfer  books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business  on the next  succeeding  date on which the
stock transfer books are open.

            3.3.5 Warrant Solicitation and Warrant Solicitation Fee.

            (a)  The  Company  has  engaged  Maxim  Group  LLC  ("Maxim"),  on a
non-exclusive  basis,  as its agent for the  solicitation of the exercise of the
Warrants.  The Company,  at its cost, will (i) assist Maxim with respect to such
solicitation,  if requested by Maxim,  and (ii)  provide  Maxim,  and direct the
Company's transfer agent and the Warrant Agent to deliver to Maxim, lists of the
record and, to the extent known,  beneficial  owners of the Company's  Warrants.
The Company hereby  instructs the Warrant Agent to cooperate with Maxim in every
respect in connection with Maxim's solicitation  activities,  including, but not
limited to,  providing  to Maxim,  at the  Company's  cost, a list of record and
beneficial  holders of the Warrants  and  circulating  a prospectus  or offering
circular disclosing the compensation arrangements referenced in Section 3.3.5(b)
below to holders of the  Warrants at the time of exercise  of the  Warrants.  In
addition to the  conditions  set forth in Section  3.3.5(b),  Maxim shall accept
payment of the warrant  solicitation fee provided in Section 3.3.5(b) only if it
has provided bona fide  services to the Company in connection  with the exercise
of the  Warrants  and only to the extent  that an  investor  who  exercises  his
Warrants specifically  designates,  in writing, that Maxim solicited his, her or
its  exercise.  In  addition to  soliciting,  either  orally or in writing,  the
exercise  of  Warrants  by a Warrant  holder,  such  services  may also  include
disseminating information, either orally or in writing, to Warrant holders about
the Company or the market for the  Company's  securities,  or  assisting  in the
processing of the exercise of Warrants.

            (b) In each  instance in which a Warrant is  exercised,  the Warrant
Agent shall  promptly  give written  notice of such  exercise to the Company and
Maxim ("Warrant Agent's Exercise Notice").  If, upon the exercise of any Warrant
more than one year from the effective date of the  Registration  Statement,  (i)
the market  price of the  Company's  Common  Stock is greater  than the  Warrant
Price,  (ii)  disclosure of  compensation  arrangements  between the Company and
Maxim with respect to the  solicitation of the exercise of the Warrants was made
both at the time of the Public Offering and at the time of exercise (by delivery
of  the  Prospectus  or  as  otherwise  required  by  applicable  law,  rule  or
regulation),  (iii) the  holder of the  Warrant  confirms  in  writing  that the
exercise of the Warrant was solicited by Maxim, (iv) the Warrant was not held in
a discretionary account, and (v) the solicitation of the exercise of the Warrant
was not in violation of Regulation M (as such rule or any successor  rule may be
in effect as of such time of exercise) promulgated under the Securities Exchange
Act of  1934,  as  amended,  then the  Warrant  Agent,  simultaneously  with the
distribution  of the Common  Stock  underlying  the  Warrants  so  exercised  in
accordance  with the  instructions  from the  Company  following  receipt of the
proceeds to the Company  received upon exercise of such  Warrant(s),  shall,  on
behalf of the Company,  pay a fee of 5% of the Warrant Price to Maxim,  provided
that Maxim  delivers to the Warrant Agent within ten (10) business days from the
date on which  Maxim  has  received  the  Warrant  Agent's  Exercise  Notice,  a
certificate that the conditions set forth in the preceding  clauses (iii),  (iv)
and (v) have been satisfied.  Notwithstanding the foregoing, no fee will be paid
to Maxim with respect to the exercise by the Underwriters or their affiliates or
the  Company's  officers or  directors  of Warrants  purchased by it or them and
still held by them for its or their own  account.  Maxim and the  Company may at
any time during  business  hours,  examine  the  records of the  Warrant  Agent,
including its ledger of original  Warrant  certificates  returned to the Warrant
Agent upon exercise of Warrants.


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<PAGE>

                  (c) The provisions of this Section 3.3.5. may not be modified,
amended or deleted without the prior written consent of Maxim.

4. Adjustments.

      4.1 Stock  Dividends  Split Ups. If after the date hereof,  and subject to
the provisions of Section 4.6 below, the number of outstanding  shares of Common
Stock is increased by a stock dividend  payable in shares of Common Stock, or by
a split up of shares of Common  Stock,  or other  similar  event,  then,  on the
effective date of such stock dividend,  split up or similar event, the number of
shares of Common Stock  issuable on exercise of each Warrant  shall be increased
in proportion to such increase in outstanding shares of Common Stock.

      4.2  Aggregation of Shares.  If after the date hereof,  and subject to the
provisions of Section 4.6, the number of  outstanding  shares of Common Stock is
decreased   by  a   consolidation,   combination,   reverse   stock   split   or
reclassification  of shares of Common Stock or other similar event, then, on the
effective  date  of  such  consolidation,   combination,  reverse  stock  split,
reclassification or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.

      4.3 Adjustments in Exercise Price. Whenever the number of shares of Common
Stock purchasable upon the exercise of the Warrants is adjusted,  as provided in
Section 4.1 and 4.2 above,  the Warrant  Price shall be adjusted (to the nearest
cent) by multiplying such Warrant Price  immediately prior to such adjustment by
a fraction  (x) the  numerator  of which shall be the number of shares of Common
Stock  purchasable upon the exercise of the Warrants  immediately  prior to such
adjustment,  and (y) the  denominator  of which shall be the number of shares of
Common Stock so purchasable immediately thereafter.

      4.4  Replacement of Securities  upon  Reorganization,  etc. In case of any
reclassification  or  reorganization  of the outstanding  shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects
the par value of such shares of Common  Stock),  or in the case of any merger or
consolidation  of the Company  with or into  another  corporation  (other than a
consolidation  or merger in which the Company is the continuing  corporation and
that  does  not  result  in  any   reclassification  or  reorganization  of  the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another  corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company
is dissolved,  the Warrant  holders shall  thereafter have the right to purchase
and receive,  upon the basis and upon the terms and conditions  specified in the
Warrants  and in lieu of the shares of Common  Stock of the Company  immediately
theretofore   purchasable  and  receivable  upon  the  exercise  of  the  rights
represented  thereby, the kind and amount of shares of stock or other securities
or   property   (including   cash)   receivable   upon  such   reclassification,
reorganization,  merger or  consolidation,  or upon a dissolution  following any
such sale or  transfer,  that the  Warrant  holder  would have  received if such
Warrant  holder had exercised his, her or its  Warrant(s)  immediately  prior to
such event;  and if any  reclassification  also results in a change in shares of
Common Stock covered by Section 4.1 or 4.2, then such  adjustment  shall be made
pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The  provisions of this
Section   4.4   shall   similarly   apply   to   successive   reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


                                       5
<PAGE>

      4.5 Notices of Changes in Warrant.  Upon every  adjustment  of the Warrant
Price or the number of shares  issuable on  exercise  of a Warrant,  the Company
shall give written notice thereof to the Warrant Agent, which notice shall state
the Warrant Price  resulting from such  adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a
Warrant,  setting forth in reasonable  detail the method of calculation  and the
facts upon which such  calculation  is based.  Upon the  occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company
shall give written notice to the Warrant  holder,  at the last address set forth
for such holder in the  Warrant  Register,  of the record date or the  effective
date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.

      4.6 No Fractional Shares.  Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant  would be  entitled,  upon the  exercise of
such Warrant,  to receive a fractional  interest in a share,  the Company shall,
upon such  exercise,  round up to the  nearest  whole  number  the number of the
shares of Common Stock to be issued to the Warrant holder.

      4.7 Form of Warrant.  The form of Warrant  need not be changed  because of
any  adjustment  pursuant  to this  Section 4, and  Warrants  issued  after such
adjustment  may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However, the
Company  may at any time in its sole  discretion  make any change in the form of
Warrant  that the  Company  may deem  appropriate  and that does not  affect the
substance thereof,  and any Warrant thereafter issued or countersigned,  whether
in exchange or substitution for an outstanding  Warrant or otherwise,  may be in
the form as so changed.

5. Transfer and Exchange of Warrants.

      5.1  Registration  of  Transfer.  The  Warrant  Agent shall  register  the
transfer,  from  time to time,  of any  outstanding  Warrant  upon  the  Warrant
Register,  upon surrender of such Warrant for transfer,  properly  endorsed with
signatures properly  guaranteed and accompanied by appropriate  instructions for
transfer.  Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


                                       6
<PAGE>

      5.2 Procedure for Surrender of Warrants.  Warrants may be  surrendered  to
the Warrant Agent, together with a written request for exchange or transfer, and
thereupon  the Warrant  Agent shall issue in exchange  therefor  one or more new
Warrants as requested by the registered  holder of the Warrants so  surrendered,
representing an equal aggregate number of Warrants;  provided,  however, that in
the event that a Warrant  surrendered  for transfer bears a restrictive  legend,
the  Warrant  Agent  shall not cancel  such  Warrant  and issue new  Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company  stating that such transfer may be made and  indicating  whether the
new Warrants must also bear a restrictive legend.

      5.3 Fractional Warrants. The Warrant Agent shall not be required to effect
any  registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.

      5.4 Service  Charges.  No service charge shall be made for any exchange or
registration of transfer of Warrants.

      5.5 Warrant  Execution and  Countersignature.  The Warrant Agent is hereby
authorized to countersign  and to deliver,  in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company,  whenever required by the Warrant Agent, will supply
the Warrant  Agent with Warrants duly executed on behalf of the Company for such
purpose.

6. Redemption.

      6.1  Redemption.  Subject to Section 6.4 hereof,  not less than all of the
outstanding Warrants may be redeemed,  at the option of the Company, at any time
after they become  exercisable and prior to their  expiration,  at the office of
the Warrant Agent,  upon the notice  referred to in Section 6.2, at the price of
$.01 per Warrant ("Redemption Price"), provided that the last sales price of the
Common  Stock has been equal to or  greater  than  $14.25 per share,  on each of
twenty (20) trading days within any thirty (30) trading day period ending on the
third business day prior to the date on which notice of redemption is given. The
provisions of this Section 6.1 may not be modified,  amended or deleted  without
the prior written consent of Maxim.

      6.2 Date Fixed for,  and Notice of,  Redemption.  In the event the Company
shall elect to redeem all of the Warrants,  the Company shall fix a date for the
redemption.  Notice of redemption  shall be mailed by first class mail,  postage
prepaid,  by the  Company  not less  than 30 days  prior to the date  fixed  for
redemption  to the  registered  holders of the  Warrants to be redeemed at their
last addresses as they shall appear on the Warrant  Register.  Any notice mailed
in the manner herein provided shall be  conclusively  presumed to have been duly
given whether or not the registered holder received such notice.

      6.3 Exercise After Notice of Redemption.  The Warrants may be exercised in
accordance with Section 3 of this Warrant  Agreement at any time after notice of
redemption  shall have been given by the Company  pursuant to Section 6.2 hereof
and prior to the time and date fixed for redemption. On and after the redemption
date,  the record holder of the Warrants  shall have no further rights except to
receive, upon surrender of the Warrants, the Redemption Price.


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<PAGE>

      6.4 Outstanding Warrants Only. The Company understands that the redemption
rights provided for by this Section 6 apply only to outstanding Warrants. To the
extent a person holds rights to purchase  Warrants,  such purchase  rights shall
not be  extinguished  by  redemption.  However,  once such  purchase  rights are
exercised,  the  Company  may  redeem the  Warrants  issued  upon such  exercise
provided that the criteria for redemption is met,  including the  opportunity of
the Warrant holder to exercise prior to redemption  pursuant to Section 6.3. The
provisions of this Section 6.4 may not be modified,  amended or deleted  without
the prior written  consent of Maxim.

7. Other Provisions Relating to Rights of Holders of Warrants.

      7.1 No Rights as  Stockholder.  A Warrant does not entitle the  registered
holder thereof to any of the rights of a stockholder of the Company,  including,
without  limitation,  the right to receive  dividends,  or other  distributions,
exercise  any  preemptive  rights to vote or to consent or to receive  notice as
stockholders  in respect of the  meetings  of  stockholders  or the  election of
directors of the Company or any other matter.

      7.2 Lost,  Stolen,  Mutilated,  or Destroyed  Warrants.  If any Warrant is
lost, stolen,  mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their  discretion  impose
(which  shall,  in the  case  of a  mutilated  Warrant,  include  the  surrender
thereof),  issue a new  Warrant  of like  denomination,  tenor,  and date as the
Warrant so lost,  stolen,  mutilated,  or destroyed.  Any such new Warrant shall
constitute a substitute  contractual  obligation of the Company,  whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

      7.3  Reservation  of Common Stock.  The Company shall at all times reserve
and keep  available a number of its  authorized  but  unissued  shares of Common
Stock that will be sufficient to permit the exercise in full of all  outstanding
Warrants issued pursuant to this Warrant Agreement.

      7.4  Registration  of Common Stock.  The Company  agrees that prior to the
commencement of the Exercise Period, it shall file with the SEC a post-effective
amendment to the Registration Statement,  or a new registration  statement,  for
the  registration,  under  the Act,  of,  and it shall  take  such  action as is
necessary  to  qualify  for sale,  in those  states in which the  Warrants  were
initially offered by the Company, the Common Stock issuable upon exercise of the
Warrants.  In either  case,  the Company  will use its best efforts to cause the
same to become  effective on or prior to the commencement of the Exercise Period
and to maintain  the  effectiveness  of such  registration  statement  until the
expiration  of the Warrants in  accordance  with the  provisions of this Warrant
Agreement.  The  provisions of this Section 7.4 may not be modified,  amended or
deleted without the prior written consent of Maxim.


                                       8
<PAGE>

8. Concerning the Warrant Agent and Other Matters.

      8.1 Payment of Taxes.  The Company will from time to time promptly pay all
taxes and charges that may be imposed  upon the Company or the Warrant  Agent in
respect of the  issuance or delivery of shares of Common Stock upon the exercise
of Warrants, but the Company shall not be obligated to pay any transfer taxes in
respect of the Warrants or such shares.

      8.2 Resignation, Consolidation, or Merger of Warrant Agent.

            8.2.1  Appointment of Successor Warrant Agent. The Warrant Agent, or
any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities  hereunder after giving sixty (60) days'
notice in writing to the  Company.  If the office of the Warrant  Agent  becomes
vacant by  resignation  or  incapacity  to act or  otherwise,  the Company shall
appoint in writing a successor  Warrant Agent in place of the Warrant Agent.  If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall,  with such notice,  submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent. Any successor  Warrant Agent,  whether
appointed by the Company or by such court, shall be a corporation  organized and
existing  under the laws of the State of New York,  in good  standing and having
its principal  office in the Borough of  Manhattan,  City and State of New York,
and authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any
successor Warrant Agent shall be vested with all the authority,  powers, rights,
immunities,  duties, and obligations of its predecessor  Warrant Agent with like
effect as if originally  named as Warrant Agent  hereunder,  without any further
act or deed;  but if for any reason it becomes  necessary  or  appropriate,  the
predecessor  Warrant  Agent  shall  execute and  deliver,  at the expense of the
Company,  an instrument  transferring  to such  successor  Warrant Agent all the
authority,  powers, and rights of such predecessor Warrant Agent hereunder;  and
upon request of any successor  Warrant  Agent the Company  shall make,  execute,
acknowledge,  and deliver any and all  instruments in writing for more fully and
effectually  vesting in and confirming to such successor  Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.

            8.2.2 Notice of Successor  Warrant  Agent.  In the event a successor
Warrant Agent shall be appointed,  the Company shall give notice  thereof to the
predecessor  Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.

            8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into
which the Warrant  Agent may be merged or with which it may be  consolidated  or
any corporation  resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the  successor  Warrant Agent under this Warrant
Agreement without any further act.



                                       9
<PAGE>

      8.3 Fees and Expenses of Warrant Agent.

            8.3.1  Remuneration.  The Company  agrees to pay the  Warrant  Agent
reasonable  remuneration for its services as such Warrant Agent hereunder as set
forth on Exhibit A hereto,  and will reimburse the Warrant Agent upon demand for
all expenditures that the Warrant Agent may reasonably incur in the execution of
its duties hereunder.

            8.3.2 Further  Assurances.  The Company agrees to perform,  execute,
acknowledge, and deliver or cause to be performed,  executed,  acknowledged, and
delivered all such further and other acts,  instruments,  and  assurances as may
reasonably  be required by the Warrant  Agent for the carrying out or performing
of the provisions of this Warrant Agreement.

      8.4 Liability of Warrant Agent.

            8.4.1 Reliance on Company Statement.  Whenever in the performance of
its  duties  under this  Warrant  Agreement,  the  Warrant  Agent  shall deem it
necessary or desirable  that any fact or matter be proved or  established by the
Company prior to taking or suffering any action  hereunder,  such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a statement signed by the
President  or Chairman of the Board of the Company and  delivered to the Warrant
Agent.  The Warrant  Agent may rely upon such  statement for any action taken or
suffered  in good  faith  by it  pursuant  to the  provisions  of  this  Warrant
Agreement.

            8.4.2  Indemnity.  The Warrant Agent shall be liable  hereunder only
for its own negligence,  willful  misconduct or bad faith. The Company agrees to
indemnify  the  Warrant  Agent  and  save  it  harmless   against  any  and  all
liabilities,  including  judgments,  costs  and  reasonable  counsel  fees,  for
anything  done or omitted by the Warrant  Agent in the execution of this Warrant
Agreement  except  as a  result  of  the  Warrant  Agent's  negligence,  willful
misconduct, or bad faith.

            8.4.3  Exclusions.  The Warrant  Agent shall have no  responsibility
with respect to the  validity of this  Warrant  Agreement or with respect to the
validity or execution of any Warrant (except its countersignature  thereof); nor
shall it be  responsible  for any  breach  by the  Company  of any  covenant  or
condition contained in this Warrant Agreement or in any Warrant; nor shall it be
responsible to make any  adjustments  required under the provisions of Section 4
hereof or responsible for the manner,  method,  or amount of any such adjustment
or the  ascertaining  of the  existence  of facts  that would  require  any such
adjustment;   nor  shall  it  by  any  act  hereunder  be  deemed  to  make  any
representation  or warranty as to the authorization or reservation of any shares
of Common Stock to be issued  pursuant to this Warrant  Agreement or any Warrant
or as to whether any shares of Common  Stock will when issued be valid and fully
paid and nonassessable.

      8.5  Acceptance  of Agency.  The Warrant  Agent hereby  accepts the agency
established  by this Warrant  Agreement  and agrees to perform the same upon the
terms and  conditions  herein set forth and among other  things,  shall  account
promptly to the Company  with  respect to Warrants  exercised  and  concurrently
account for, and pay to the Company,  all moneys  received by the Warrant  Agent
for the purchase of shares of the Company's Common Stock through the exercise of
Warrants.


                                       10
<PAGE>

9. Miscellaneous Provisions.

      9.1 Successors. All the covenants and provisions of this Warrant Agreement
by or for the benefit of the  Company or the Warrant  Agent shall bind and inure
to the benefit of their respective successors and assigns.

      9.2 Notices.  Any notice or other  communication  required or which may be
given  hereunder  shall be in writing and either be delivered  personally  or by
private national courier  service,  or be mailed,  certified or registered mail,
return receipt  requested,  postage  prepaid,  and shall be deemed given when so
delivered  personally or, if sent by private national  courier  service,  on the
next  business day after  delivery to the courier,  or, if mailed,  two business
days after the date of mailing, as follows:

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

Any notice, statement or demand authorized by this Warrant Agreement to be given
or made by the  holder of any  Warrant or by the  Company  to or on the  Warrant
Agent shall be  sufficiently  given when so  delivered  if by hand or  overnight
delivery or if sent by certified mail or private courier service five days after
deposit of such notice,  postage  prepaid,  addressed  (until another address is
filed in writing by the Warrant Agent with the Company), as follows:

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

with a copy in each case to:

                           Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                           666 Third Avenue
                           New York, New York 10017
                           Attn: Stephen J. Gullotta, Jr., Esq.

and

                           Loeb & Loeb LLP
                           345 Park Avenue
                           New York, New York 10154
                           Attn: Fran Stoller, Esq.


                                       11
<PAGE>

and

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

      9.3 Applicable law. The validity,  interpretation, and performance of this
Warrant  Agreement and of the Warrants  shall be governed in all respects by the
laws of the State of New York,  without  giving effect to conflict of laws.  The
Company  hereby  agrees that any action,  proceeding or claim against it arising
out of or relating  in any way to this  Warrant  Agreement  shall be brought and
enforced  in the courts of the State of New York or the United  States  District
Court for the Southern  District of New York,  and  irrevocably  submits to such
jurisdiction,  which jurisdiction shall be exclusive.  The Company hereby waives
any objection to such exclusive  jurisdiction  and that such courts represent an
inconvenient  forum.  Any such  process or summons to be served upon the Company
may be served by  transmitting  a copy thereof by registered or certified  mail,
return receipt  requested,  postage prepaid,  addressed to it at the address set
forth in Section 9.2 hereof.  Such mailing shall be deemed personal  service and
shall be legal and binding upon the Company in any action, proceeding or claim.

      9.4 Persons  Having Rights under this Warrant  Agreement.  Nothing in this
Warrant  Agreement  expressed  and nothing  that may be implied  from any of the
provisions  hereof is intended,  or shall be construed,  to confer upon, or give
to, any person or  corporation  other than the parties hereto and the registered
holders of the Warrants and, for the purposes of Sections 3.3.5,  6.1, 6.4, 7.4,
9.2 and 9.8 hereof,  Maxim,  any right,  remedy,  or claim under or by reason of
this Warrant Agreement or of any covenant, condition,  stipulation,  promise, or
agreement hereof. Maxim shall be deemed to be a third-party  beneficiary of this
Warrant  Agreement  with respect to Sections  3.3.5,  6.1, 6.4, 7.4, 9.2 and 9.8
hereof.  All  covenants,  conditions,  stipulations,  promises,  and  agreements
contained in this Warrant  Agreement shall be for the sole and exclusive benefit
of the parties hereto (and Maxim with respect to the Sections  3.3.5,  6.1, 6.4,
7.4, 9.2 and 9.8 hereof) and their  successors and assigns and of the registered
holders of the Warrants.

      9.5 Examination of the Warrant Agreement. A copy of this Warrant Agreement
shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of  Manhattan,  City and State of New York,  for  inspection  by the
registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

      9.6 Counterparts.  This Warrant Agreement may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

      9.7 Effect of Headings.  The Section  headings  herein are for convenience
only and are not  part of this  Warrant  Agreement  and  shall  not  affect  the
interpretation thereof.

      9.8  Amendments.  This  Warrant  Agreement  may be amended by the  parties
hereto  without the consent of any  registered  holder for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective provision
contained  herein or adding or changing  any other  provisions  with  respect to
matters or questions  arising  under this  Warrant  Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect
the interest of the registered  holders.  All other modifications or amendments,
including  any  amendment to increase the Warrant  Price or shorten the Exercise
Period,  shall require the written  consent of each of Maxim and the  registered
holders of a majority  of the then  outstanding  Warrants.  Notwithstanding  the
foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period in accordance with Sections 3.1 and 3.2,  respectively,  without
such  consent.


                                       12
<PAGE>

      9.9 Severability.  This Warrant  Agreement shall be deemed severable,  and
the  invalidity or  unenforceability  of any term or provision  hereof shall not
affect the validity or  enforceability of this Warrant Agreement or of any other
term  or  provision  hereof.  Furthermore,  in  lieu  of  any  such  invalid  or
unenforceable  term or provision,  the parties hereto intend that there shall be
added as a part of this  Warrant  Agreement a  provision  as similar in terms to
such  invalid or  unenforceable  provision  as may be possible  and be valid and
enforceable.

      IN WITNESS WHEREOF,  this Warrant  Agreement has been duly executed by the
parties hereto as of the day and year first above written.

Attest:                           STAR MARITIME ACQUISITION CORP.



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



Attest:                           AMERICAN STOCK TRANSFER & TRUST COMPANY



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

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