EXHIBIT
10.6


 


	
   

  	
   

  	
  October 8,
  2004

  



 


International Shipping
Enterprises, Inc.


1225
Franklin Avenue, Suite 325


Garden
City, New York 11530


 


Sunrise Securities Corp.


641 Lexington Avenue


25th Floor


New York, New York 10022


 


Re:          Initial
Public Offering


 


Gentlemen:


 


The undersigned officer of International Shipping
Enterprises, Inc. (“Company”), in consideration of Sunrise Securities Corp.
(“Sunrise”) 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 9 hereof):


 


1.             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 circum-stances described in the prospectus relating to the
IPO), the undersigned will take all reasonable actions within his power to
cause the Trust Fund (as defined in the Letter of Intent) to be liquidated and
distributed to the holders of the IPO Shares. 
The
undersigned hereby waives any and all right, title, interest or claim of any
kind in or to any distribution
of the Trust Fund that 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.


 


2.             In order to
minimize potential conflicts of inter-est 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, any
suitable opportunity to acquire an operating business, until the earlier of the
consummation by the Company of


 

















 


a
Business Combination, the distribution of the Trust Fund or until such time as
the undersigned ceases to be an officer of the Company, subject to any
pre-existing fiduciary obligations the undersigned might have.


 


3.             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 officers, directors and stockholders of the Company immediately prior to
the IPO unless the
Company obtains an opinion from an independent investment banking firm
reasonably acceptable to Sunrise that the business combination is fair to the
Company’s stockholders from a financial perspective.


 


4.             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 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.


 


5.             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.


 


6.             The undersigned
agrees to be Vice President of the Company until the earlier of the
consummation by the Company of a Business Combination or the distribution of
the Trust Fund.  The undersigned’s
biographical information furnished to the Company and Sunrise 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 Sunrise 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;


 


(b)           he has never
been convicted of or pleaded guilty to any crime (i) involving


 


2

















 


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.


 


7.             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 Vice President of the
Company.


 


8.             The undersigned
authorizes any employer, financial institution, or consumer credit reporting
agency to release to Sunrise and its legal representatives or agents (including
any investigative search firm retained by Sunrise) any information they may
have about the undersigned’s background and finances (“Information”).  Neither Sunrise 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.


 


9.             As
used herein, (i) a “Business Combination” shall mean an acquisition by merger,
capital stock exchange, asset or stock acquisition, reorganization or
otherwise, of one
or more ships or vessels or an operating business in the shipping industry
selected by the Company; and (ii) “IPO Shares” shall mean the shares of
Common Stock issued in the Company’s IPO.


 


	
   

  	
  Dragan Topalovich

  	
   

  
	
   

  	
  Print Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Dragan Topalovich

  	
   

  
	
   

  	
  Signature

  
				



 


3

















 


Exhibit A


 


Dragan Topalovich has been a vice president of ours since our
inception.  Mr. Topalovich has
been the president of Franser Brokerage Ltd., a New York chartering firm, since
1990.  From 1973 to 1990, Mr. Topalovich
served as an independent chartering broker in New York City for several commodity
and ship management companies based in the United States and Western
Europe.  Mr. Topalovich is a graduate of
Belgrade’s Business Academy and University of Economics, where he majored in
foreign trade, ocean transportation and fundamentals of international law.  Mr. Topalovich also has attended a five-year
intensive training program in international forwarding, customs and port
procedures, management and contracting of ocean-going ships in worldwide trade.