IPO SHARE AGREEMENT

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


Gentlemen:

      The undersigned stockholders of Star Maritime Acquisition Corp.
("Company"), in order to facilitate an initial public offering of the securities
of the Company ("IPO"), hereby agree as follows:

      A.    Purchase of Shares. The undersigned will, directly or through
            nominees, purchase an aggregate of 1,132,500 units in the IPO. Such
            purchases shall be in the names and amounts set forth on Schedule A
            hereto.

      B.    Voting  of  Shares.   If  the  Company  solicits   approval  of  its
            stockholders of a Business  Combination,  the undersigned  will vote
            all of the shares of the  Company's  common  stock  acquired  by the
            undersigned  (i) in the IPO and (ii) in the  aftermarket in favor of
            the Business  Combination and therefore waives any redemption rights
            with   respect  to  such  shares.   As  used  herein,   a  "Business
            Combination"  shall mean an  acquisition  by merger,  capital  stock
            exchange,   asset  or  stock   acquisition,   or  similar   business
            combination  with one or more  entities  with  agreements to acquire
            vessels or an operating  business in the shipping  industry selected
            by the Company,  and "IPO Shares" shall mean the 1,132,500 shares of
            the Company's  common stock  included in the units  purchased by the
            undersigned in the IPO.

      C.    Lock-Up Agreement. The undersigned will not sell, assign,
            hypothecate, or transfer any IPO Shares until the earlier of
            consummation of a Business Combination or liquidation of the
            Company. In order to enforce this covenant, the undersigned agrees
            to deposit the IPO Shares in an account to be established at Maxim
            Group LLC.

      D.    Waiver of Liquidation Distributions. The undersigned hereby waives
            all right, title, interest or claim of any kind in or to any
            liquidating distributions by the Company relating to the IPO Shares
            in the event of a liquidation of the Company upon the Company's
            failure to timely complete a Business Combination.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
__ day of _________, 2005.

<PAGE>

                                    --------------------------------
                                    Prokopios (Akis) Tsirigakis

                                    --------------------------------
                                    Christo Anagnostou

                                    --------------------------------
                                    Niko Nikiforos

                                    --------------------------------
                                    George Syllantavos

                                    --------------------------------
                                    Koert Erhardt

                                    --------------------------------
                                    Tom Softeland

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


                                      2
<PAGE>

                                   Schedule A

     Name                           Number of Shares
--------------                      ----------------

Prokopios (Akis) Tsirigakis         [350,000]

George Syllantavos                  [132,500]

Petros Pappas                       [600,000]

Koert Erhardt                       [50,000]


                                      3