Exhibit 10.2


 


ALLSEAS MARINE S.A.


 


MANAGEMENT AGREEMENT


 


VESSEL: M.V. “        ”


 


 





















 


TABLE OF CONTENTS


1. APPOINTMENT


2. TERM


3. THE
MANAGERS GENERAL OBLIGATIONS


4. MANAGER’S
POWERS


5. TECHNICAL
MANAGEMENT SERVICES


* CREWING


* REPAIRS


6. COMMERCIAL
MANAGEMENT SERVICES


* SALE
AND PURCHASE


* CHARTERS


* OPERATIONS
AND FREIGHT COLLECTION


* INSURANCE


* ACCOUNTING


* AUDITING


* BUDGETS
AND MANAGEMENT OF FUNDS


7. ADMINISTRATION


8. REMUNERATION


9. INDEMNITY


10. HIMALAYA


11. FORCE
MAJEURE


12. TERMINATION


13. MODIFICATION


14. ASSIGNABILITY
OF AGREEMENT


15. CONFIDENTIALITY


16. GOVERNING
LAW


17. ARBITRATION


18. NOTICES


19. ENTIRE
AGREEMENT


 


 





















 


MANAGEMENT AGREEMENT


 


This
Agreement is made as of the                            
 2006, between                            
 of Marshall Islands (hereinafter called
the “Owner”) and Allseas Marine S.A. of Liberia, (hereinafter called the “Manager”)


 


Whereas


 


(A) The “Owner” is the
registered owner of the ship                                        
(the “Vessel”) particularly described in Schedule A annexed hereto.


 


(B) The Owner wishes to
retain the Manager to provide, subject to the terms and conditions set forth
herein, technical and commercial management services in respect of the Vessel.


 


(C) The Manager is
willing and is able to provide such technical and commercial management
services upon the terms and conditions set forth below.


 


 


Now therefore the parties
hereto agree as follows:


 


1.
APPOINTMENT


 


The Manager is hereby
appointed by the Owner as Technical and Commercial Manager of the Vessel and
the Manager hereby accepts such appointment on the terms and conditions of this
Agreement.


 


1.0.1 With effect from
the date hereof and continuing, unless and until terminated as provided herein,
the Owner hereby appoint the Manager and the Manager hereby agrees to act as
Manager of the Vessel.


 


1.0.2 The Manager
undertakes to use its best endeavours to provide its Management Services
specified in the clauses agreed hereinbelow, on behalf of the Owner in
accordance with sound ship management practice.


 


1.0.3 The Manager may at
its sole discretion appoint sub-managers, at any time throughout the duration
of this Agreement, to discharge any of the Manager’s duties.


 


2.
TERM


 


This Agreement shall come
into effect on the date hereof and shall continue for a period of five years.


 


 





















 


Thereafter it shall
continue for further continuous periods of five years. Notice to terminate
shall not be effective until 30 days following its having been delivered,
unless otherwise mutually agreed in writing.


 


3.
THE MANAGER’S GENERAL OBLIGATIONS


 


3.01 The Manager shall,
on behalf of the Owner, attend to the day-to-day technical and commercial
management of the Vessel in accordance with sound technical and commercial
shipping industry standards.


 


3.02 In the exercise of
its duties hereunder the Manager shall act fully in accordance with the
reasonable policies, guidelines and instructions from time to time communicated
to it by the Owner and serve the Owner faithfully and diligently in the
performance of this Agreement, according to technical and commercial shipping
industry standards.


 


3.03 In the performance
of this Agreement, the Manager shall protect the interests of the Owner in all
matters directly or indirectly relating to the Vessel. The Manager shall ensure
that adequate manpower is employed by it to perform its obligations under this
agreement. Insofar as practicable, it shall use its best efforts to ensure fair
distribution of available manpower, supplies and services as between the Vessel
and all other vessels under its management.


 


4.
MANAGER’S POWER


 


4.01 The Manager is
entitled to carry out its duties under the terms of this Agreement as provided
in relative clauses herein as the Owner’s agent at its own discretion.


 


4.02 In the performance
of this Agreement, the Manager shall be authorized to perform the services
described in Clauses 5 and 6 and to do all such things or take all such actions
related to such performance in accordance with technical and commercial
industry standards.


 


4.03 The Manager is under
no circumstances authorized to mortgage or otherwise encumber the Vessel, as
security for loans or other amounts due. To the extent permitted by law, the
Manager will take all reasonable measures to avoid creating liens on the Vessel
for services or necessaries, which are not the responsibility of the Owner.


 


 





















 


5.
TECHNICAL MANAGEMENT SERVICES


 


*
CREWING


 


5.01 The Manager shall
provide adequate and properly qualified Crew for the Vessel as required by the
Owner, provision of which includes but is not limited to the following
functions:


•
Employment of master, officers, and crew (hereinafter
collectively referred to as the “Crew”) of the Vessel;


•
Arrangement of transportation of the Crew, including
repatriation;


•
Training of the Crew;


• Supervision
of the efficiency of the Crew and administration of all other Crew matters such
as planning for the manning of the Vessel;


•
Payroll arrangement;


•
Arrangements and administration of pensions and Crew insurance;


•
Discipline and union negotiations;


•
Enforcement of appropriate standing orders.


 


* REPAIRS
AND MAINTENANCE


 


The Manager shall provide
technical management which includes, but is not limited to the following
functions:


 


5.02 Provisions of
competent personnel to supervise the maintenance and general efficiency of the
Vessel;


 


5.03 Arrangement and
supervision of drydockings, repairs, alterations and upkeep of the Vessel to
the standards required by the Owner provided that the Manager shall be entitled
to incur the necessary expenditure to ensure that the Vessel will comply with
all requirements and recommendations of the classification society and with the
laws and regulations of the country of registry of the Vessel and of the places
where the Vessel trades;


 


5.04 Arrangement of the
supply of necessary provisions, stores, spares and lubricating oil;


 


5.05 Appointment of
surveyors and technical consultants as the Manager may consider from time to
time to be necessary;


 


5.06 Development,
implementation and maintenance of a Safety Management System (SMS) in
accordance with the ISM Code;


 


 














 


5.07 Maintaining Vessel
in such condition as to be acceptable to major charterers as well oil majors’
vetting standards;


 


5.08 Arranging surveys
(including oil major vetting) associated with the commercial operation of the
Vessel.


 


6.
COMMERCIAL MANAGEMENT SERVICES


 


6.01 The Manager shall
identify vessels for purchase, perform class records review and physical
inspection and make recommendation to the Owner as to whether any vessel should
be bought. Any costs incurred by the manager for inspection of such vessels for
possible purchase to be fully reimbursed by the owner.


 


6.02 After approval has
been granted by the company for the purchase of the identified vessel, the
Manager shall on behalf of the owners proceed to purchase same under the best
possible terms and conditions in accordance with industry standards.


 


6.03 The Manager shall
perform all functions necessary to allow owners to take physical delivery of
the vessel and proceed with commercially managing same.


 


6.04 The Manager shall
also sell vessel(s) on behalf of the Company at the Company’s request.


 


6.05 The Manager shall
proceed to market the vessel for sale, solicit offers, negotiate the sale of
any Company vessel under the best possible terms and conditions in accordance
with industry standards.


 


6.06 The Manager shall
perform all functions necessary to enable the Owner to physically deliver the
vessel to her contractual buyer.


 


*
CHARTERS


 


6.07 Seek and negotiate
employment for the Vessel under voyage or period charter or under any other
form of contract and on behalf of the Owner to approve, conclude and execute
any such contract.


 


6.08 The Manager shall
have the authority to fix voyage charters in accordance with the trading
restrictions defined in Clause 6.10.


 


6.09 Fix the Vessel and
Manager’s other managed vessels (each an “Other Vessel”) in a fair manner.


 


 





















 


6.10 The Manager will use
due diligence to ensure that the Vessel will be employed between safe ports,
safe anchorages and safe berths, so far as this can be established by
exercising due diligence.


 


The Manager will include
in the Charter Parties an appropriate War Risks Clause, Clause Paramount and
any other Owner’s protective clauses where applicable in accordance with the
custom of trade.


 


6.11 To arrange the
scheduling of the Vessel according to the terms of the Vessel’s employment.


 


6.12 To carry out all
necessary communications with shippers, charterers and others involved with
their receiving and handling of the Vessel at the loading and discharging
ports, including notices required under the terms of the Vessel’s employment.


 


On behalf of and in the
name of the Owner to issue or cause to be issued to shippers customary bills of
lading or other documents required under the terms of the Vessel’s employment.


 


The Owner authorizes the
Manager to permit cargo discharge in accordance with Letter of Indemnities
issued, or invocation of same, and signed by the charterers and/or bank,
working as per Owner’s P&I Club regulations and instructions.


 


6.13 To invoice on behalf
of the Owner all freights and other sums due to Owner and accounts receivables
arising from the operation of the Vessel. To give receipts therefore, to make
any and all claims for monies due to Owner and to issue releases upon receipt
of payment of such claims and in connection with the settlement of such claims.


 


To furnish the Master of
the Vessel with appropriate voyage instructions and monitor voyage performance.


 


The Manager will use its
best efforts to achieve the most economical, efficient and quick dispatch of
the Vessel between ports and at ports and terminals.


 


6.14 With prior consent
of the Owner, to institute, defend, intervene in, settle, compromise or abandon
any legal proceedings by or against Owner or by or against the Vessel or which
in any way concerns the Vessel, their freight, earnings and disbursements or
concerning the crews and officers on board the Vessel and for the purposes of
this clause the expression “Legal Proceedings” shall include arbitration,
civil, regulatory and criminal proceedings of all kinds. The handling of all
such claims and legal matters shall always be consistent with the instructions
and requirements of the Vessels’ P&I Club, Hull Underwriters, or other
insurers.


 


To
provide Owner the following services:


• Appoint and negotiate fees for
vessel husbandry agents at ports when necessary.


•
Negotiate, arrange and stem fuel requirements as required for
intended trading.


 


 





















 


•
Arranging berths or anchorages.


•
Arranging for entry and clearance of the Vessel and all other
services relating to the Vessel’s movements in port, including tugs and pilots.


•
Preparing laytime statements and or hire statements including
obtaining port documents and expense supports necessary for such calculation.


 


*
INSURANCE


 


6.15 The Manager shall
arrange such insurances as the Owner shall have instructed or agreed, in
particular as regards insured values, deductibles and franchises.


 


All insurance policies
shall be in the joint names of the Owner and the Manager provided that, unless
the Manager give express prior consent, no liability to pay premiums or P&I
calls shall be imposed on the Manager, notwithstanding the restrictions on
P&I cover which would thereby result.


 


*
ACCOUNTING


 


6.16 The Manager shall
establish an accounting system which meets the requirements of the Owner and
provide regular accounting services, supply regular reports and records in
accordance herewith;


 


Maintain the records of
all costs and expenditures incurred hereunder as well as data necessary or
proper for the settlement of accounts between the parties.


 


*
AUDITING


 


6.17 The Manager shall at
all times maintain and keep true and correct accounts and shall make the same
available for inspection and auditing by the Owner and such times as may be
mutually agreed.


 


BUDGETS
AND THE MANAGEMENT OF FUNDS


 


6.18 The Manager shall
present to the Owner annually a budget for the following twelve months in such
form as the Owner requires. The budget for the first year hereof is set out in
Appendix “A” hereto.


 


Subsequent annual budgets
shall be prepared by the Manager and submitted to the Owner not less than one
month before the anniversary date of the Manager’s financial year.


 


The Owner shall indicate
to the Manager its acceptance and approval of the annual budget within one
month of presentation and in the absence of any such indication the Manager
shall be entitled to assume that the Owner has accepted the said budget.


 


 





















 


Following the agreement
of the budget, the Manager shall prepare and present to the owner its estimated
for the working capital requirement of the Vessel and the manager shall each
month update this estimate. Based thereon, the Manager shall each month request
the Owner for the funds required to run the Vessel for the ensuing month,
including the payment of any occasional or extraordinary item of expenditure,
such as emergency repair costs, additional insurance premiums, bunkers of
provisions. Such funds shall be received by the Manager within ten days after
the receipt of such request and shall be held to the credit of the Owner in a
separate account.


 


The Owner shall place
with the Manager for the duration of this Agreement an amount equal to one
months’ estimated running expenses as a working capital reserve. Upon
termination of this Agreement all moneys remaining within the working capital
reserve shall be returned to the Owner subject to the terms and conditions of
this Agreement.


 


The Manager shall produce
a quarterly comparison between budgeted and actual expenditure of the Vessel,
if required to do so by the Owner.


 


Notwithstanding anything
contained herein, the Manager shall in no circumstances be required to use or
commit its own funds to finance the provision of the management Services.


 


7.
ADMINISTRATION


 


The Manager shall, at its
own expense, provide all office accommodations, office equipment,
communication, office stationery and office staff, as is required for the
provision of its services hereunder.


 


The manager shall handle
and settle all claims arising out of the Management Services hereunder.


 


The Manager shall also
have power to obtain legal or technical or other outside expert advice in
relation to the handling and settlement of claims and disputes or all other
matters effecting the interest of the Owner in respect of the Vessel.


 


The Owner shall arrange
for the provision of any necessary guarantee, bond or security.


 


Any costs incurred by the
Manager in carrying out its obligations according to this Agreement shall be
settled by the Owner.


 


8.
REMUNERATION


 


8.01 In consideration of
the obligations undertaken by the Manager under this Agreement, Owner shall pay
the Manager a commission fee equal to one and a quarter of one per cent (1,25
%) calculated on the gross freight, demurrage and charter hire obtained for the
employment of the Vessel on contracts or charter parties entered into by the
Manager during the term of this Agreement, payable to the Manager on the dates


 


 





















 


when such freight
demurrage of charter-hire, as the case may be, is paid or otherwise collected.


 


8.02 The Owner shall also
pay a commission fee equal to one percent (1.0%) calculated on the MOA price
for any vessel bought or sold for and on behalf of the Owner.


 


8.03 In addition to the
commission fees due to Manager under Clauses 8.01 and 8.0.2 above and for as
long as this Agreement is in effect, Owner shall also pay the Manager a
Management Fee of US$ 650.- per day per vessel, payable monthly in advance (the
first payment to be made upon signature of the Agreement).


 


The above Management fee
is based on a parity of Euro/US dollar exchange rate of 1.268: 1,00 At the
beginning of each calendar quarter date the daily Management fee for the next 3
months will be adjusted quarterly based on the US$/Euro exchange rate as quoted
by EFG Eurobank Ergasias S.A. two days prior to the end of the previous calendar
quarter. The management fee will be increased commensurate with inflation on an
annual basis, commencing on January 1, 2008 by reference to the official Greek
Inflation rate for the previous year, as published by the Greek national
Statistical Office.


 


8.04 The Manager shall at
no extra cost to the Owner, provide its own office Accommodation, office staff
and stationary.


 


8.05 Unless the Agreement
is terminated by the Owner in accordance with Clauses 13.03 (iii) and (iv) of
this Agreement or by reason of default by gross negligence or misconduct of
Manager, its Directors, officers and/or employees in the performance under this
Agreement, upon termination of this Agreement in relation to the Vessel, the
Management Fee will be continued at the above rate in effect for 90 days from
the date of termination. This is to cover operational and accounting costs of
finalizing the Vessels’ disbursements, demurrage, etc. In addition, the Owner
shall continue to pay the following:


 


i) Crew support costs for
a further period of three calendar months


 


ii) An equitable
proportion of any management staff redundancy costs which may materialise.


 


8.06 SUPERINTENDENTS’ FEES


 


When necessary or
desirable to evaluate the Vessel’s physical condition, and/ or supervise ship
board activities, and/or attend to repairs and drydockings the Manager shall
arrange for visitations by a Superintendent at various intervals during the
term of this Agreement.


 


 














 


Should it be necessary
for a Superintendent to visit the Vessel for a period of greater than 5 days
during any successive twelve month term (the first term commencing from the
date of this Agreement) the Manager shall be entitled to charge the Owner with US
$ 550 for every additional day.


 


9.
INDEMNITY


 


9.01 Except as provided
in 9.02 below, neither the Manager nor any officer, director, shareholder or
employee thereof shall be liable to Owner or to any third party, including any
Master, Officer or Crewmember employed on the Vessel or in connection
therewith, for any loss or damage arising directly or indirectly out of the
performance by the Manager of any of its obligations in respect of the Vessel
under this Agreement, the Owner shall indemnify and hold harmless and defend
the Manager of any of its obligations in respect of the Vessel under this
Agreement. The Owner shall indemnify and hold harmless and defend the Manager,
its officers, directors, shareholders and employees against any and all claims
and demands (including costs and reasonable attorneys fees of defending such
claim or demand) and any other losses or liabilities arising directly or
indirectly out of the performance by the Manager of any of its duties in
respect of the Vessel under this Agreement.


 


9.02 The provisions of
Clause 9.01 shall not apply with respect to any loss, Damage, claim, demand, or
liability if and to the extent that the same results for manager’s, its
officers’, Directors’, Shareholders’ or Employees’ gross negligence or willful
misconduct in the performance of its duties under this Agreement.


 


9.03 Clause 9 shall
survive termination of this Agreement.


 


10.
HIMALAYA


 


“Himalaya”. It is hereby
expressly agreed that no employee or agent of the Manager (including every
sub-contractor form time to time employed by the Manager) shall in any
circumstances whatsoever be under any liability whatsoever to the Owner for any
loss, damage or delay of whatsoever kind arising or resulting directly or
indirectly from any act, neglect or default on his part while acting in the
course of, or in connection with his employment and, without prejudice to the
generality of the foregoing provisions in this Clause 9, every exemption,
limitation, condition and liberty herein contained and every right, exemption
form liability, defense and immunity of whatsoever nature applicable to the
Manager or to which the Manager is entitled hereunder shall also be available
and shall extend to protect every such employee or agent of the Manager acting
as aforesaid and for the purpose of all the foregoing provisions of this Clause
9 the


 


 





















 


Manager is or shall be
deemed to be acting as agent or trustee on behalf of and for the benefit of all
persons who are or might be his servants or agents from time to time (including
sub-contractors as aforesaid) and all such persons shall to this extent be or
be deemed to be parties to this Agreement.


 


11.
FORCE MAJEURE


 


1. Neither party shall be
liable to the other for loss or damage resulting from delay or failure to
perform this Agreement, or any contract hereunder, either in whole or in part,
when any such delay or failure shall be due to causes beyond its control due to
civil war, insurrections, strikes, riots, fires, floods, explosions,
earthquakes, serious accidents, or any acts of God, or failure of
transportation, epidemics, quarantine restrictions, or labor trouble causing
cessation, slow down, or interruption of work.


 


2. In the event that a
situation giving rise to force majeure which prevents a party from performing
under this Agreement, the parties shall confer as to the further fulfillment or
termination of this Agreement.


 


12.
TERMINATION


 


12.01 The Manager shall
be entitled to terminate the Agreement by notice in writing if any moneys
payable by the Owner shall not have been received in the Manager’s nominated
account within ten days of payment having been requested in writing by the
Manager. The Manager shall also be entitled to terminate this Agreement by
notice in writing if after the receipt of written notice of objection thereto
from the Manager to the Owner, the Owner proceeds to employ the Vessel in a
trade or in a manner which is, in the opinion of the Manager, likely to be
detrimental to its reputation as Manager or be prejudicial to the commercial
interest of the Manager.


 


12.02 The Owner shall be
entitled to terminate Manager’s appointment hereunder by providing notice as
per clause 2 to the Manager if:


 


a) any money payable to
Owner under or pursuant to this Agreement are not paid or accounted for in full
by Manager in accordance with the provisions of this Agreement, or


 


b) Manager repeatedly
neglects of falls to perform its principal duties or to meet his material
obligations under his Agreement


 


 





















 


12.03 Notwithstanding the
provision in Clause 2 and Clause 12.01 of this Agreement and without prejudice
to the accrued rights, if any, or Remedies of the parties under or pursuant to
this Agreement.


 


(i) if Owner ceases to be
the owner of a Vessel by reason of a sale thereof; or


 


(ii) if a Vessel becomes
an actual or constructive or compromised or arranged total loss; or


 


(iii) if a Vessel is
requisitioned for title or any other compulsory acquisition of a Vessel occurs,
otherwise than by requisition for hire; or


 


(iv) if a Vessel is
captured, seized, detained or confiscated by any government or persons acting
or purporting to act on behalf of any government and is not released from such
capture, seizure, detention or confiscation; the Agreement shall no longer
apply to that ship; or


 


(v) if Owner or the
Manager ceased to carry on business, or a substantial of the business,
properties or assets of either such party is seized or appropriated.


 


(vi) if an order is made
against the Owner the Manager by any competent court of the other appropriate
authority or resolution passed for bankruptcy, dissolution or winding-up or for
the appointment of a liquidator, manager, receiver or trustee of a party or of
all or a substantial part of its assets, save for the purposes of amalgamation
or re-organization (not involving or arising out of insolvency)


 


12.04 For the purpose of
clause 12.03 hereof


 


(i) the date upon which
the Vessel is to be treated as having been sold or otherwise disposed of shall
be the date on which the Owner ceases to be registered as Owners of the Vessel.


 


(ii) the Vessel shall not
be deemed to be lost unless either the Vessel has become an actual total loss
or agreement has been reached with the Underwriters in respect of her
constructive, compromised or arranged total loss or if such agreement with the
Underwriters is not reached it is adjudged by a competent tribunal that a
constructive loss of the vessel has occurred.


 


(iii) the termination of
this Agreement shall be without prejudice to all rights accrued due between the
Manager and Owner prior to the date of termination.


 


 





















 


13.
MODIFICATION OF AGREEMENT


 


No modification or any
further representation, promise, or agreement in connection with subject matter
under this Agreement shall be binding, unless made in writing and signed on
behalf of the parties by duty authorized representatives.


 


14.
ASSIGNABILITY OF AGREEMENT


 


This Agreement is not
assignable by either party without the prior written consent of the other.


 


15.
CONFIDENTIALITY


 


Except as may be required
by applicable law, any non-public or confidential information relating to the
business or affairs of Owner or Owner’s principals obtained by Manager in the
performance of this Agreement shall be kept strictly confidential.


 


Except as may be required
by applicable law this Agreement including all terms, details conditions and
period is to be kept private and confidential and beyond the reach of any third
party.


 


Except as may be required
by applicable law, any non-public or confidential information relating to the
business or affairs of Manager and/or Manager’s Principals obtained by Owner or
Owner’s Principals in the performance of this Agreement shall be kept strictly
confidential.


 


16.
GOVERNING LAW


 


This Agreement shall be
governed by and construed in accordance with English Law.


 


17.
ARBITRATION


 


17.01 All disputes
arising out of this Agreement shall be arbitrated at London in the following
manner. One arbitrator is to be appointed by each of the parties hereto and a
third by the two so chose. Their decision or that of any two of them shall be final
and for the purpose of enforcing any award, this Agreement may be made a rule
of the court. The arbitrators shall be commercial persons, conversant with
shipping matter. Such arbitration is to be conducted in accordance with the
rules of the London Maritime Arbitrators Association terms current at the time
when the arbitration proceeding are commenced and in accordance with the
Arbitration Act 1996 Or any statutory modification or reenactment thereof.


 


 





















 


17.02 In the event that
Owner or Manager shall state a dispute and designated an Arbitrator, in
writing, the other party shall have twenty (20) days, excluding Saturdays,
Sundays and legal holidays and legal holidays to designated it’s arbitrator,
failing which the appointed arbitrator can render an award hereunder.


 


17.03 Until such time as
the arbitrators finally close the hearings, either party shall have the right
by written notice served on the arbitrators and on the other party to specify
further disputes or differences under this Agreement for hearing and
determination.


 


17.03 The arbitrators may
grant any relief, and render an award, which they or a majority of them deem
just and equitable and within the scope of the Agreement of the parties,
including but not limited to the posting of security. Awards pursuant to this
Clause may include costs, including a reasonable allowance for attorneys fee’s
and judgments may be entered upon any award made herein in any court having
jurisdiction.


 


18.
NOTICES


 


18.01 Any notice or other
communication required to be given or made hereunder shall be in writing and
may be served by sending same by registered airmail electronic-mail, telex,
facsimile or by delivering the same (against receipt) to the address of the
party to be served to such address as may from time to time be notified by that
party for the purpose.


 


18.02 Any notice served
by post as aforesaid shall be deemed conclusively duly Served five days after
the same shall have posted. Notices served by telex aforesaid shall be deemed
conclusively to have been served on the day following of the same, provided
evidence of transmission appears on the particular notice.


 


18.03 Notices to the
Manager shall be made as follows:


 


ALLSEAS MARINE S.A.

102-104 VAS. PAVLOU STREET

166 73 VOULA ATHENS, GREECE

PHONE : + 30 210 89 14 600

FAX : + 30 210 89 95 085

E-MAIL : Allseas@otenet.gr


 


Notices to Owner shall be
made as follows:


 


 














 


19.
ENTIRE AGREEMENT


 


This Agreement contains
the entire agreement of the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings, either verbal or
written, between the parties with respect to such subject matter, and no
amendment of any provision hereof will be binding upon any party unless in
writing and signed by the party agreeing to such amendment.


 


 





















 


ADDENDUM Nr. 1


 


to a Management Agreement
(“the Agreement”) relating to the ship M.V                 
dated                       
200   between                
of hereinafter called the Owner and ALLSEAS MARINE S.A. of Liberia hereinafter
called the Manager.


 


The Agreement is amended
to the effect that following Rider clause to Section 6.07 of the Management
Agreement between the Owner and the Manager is agreed:


 


In the event Manager is
managing any drybulk ships that are not owned by the Owner, the Manager agrees
that consistent with the availability, suitability and positioning of the Owner’s
vessels, any chartering contract of a duration of six months or more will be
offered in the first instance to drybulk carriers operated by the Owner.


 


This           
th day of                      
2006.


 


 


	
  For
  the Owner 

  	
  For the Manager