MEMORANDUM OF
				  AGREEMENT
				

			 	
				
				   
				

			 	
				
				  Norwegian Shipbrokers'
				  Association's Memorandum of Agreement for sale and purchase of ships. Adopted
				  by The Baltic and International Maritime Council (BIMCO) in 1956. 
				

				
				  Code-name
				

			 
	
				
				  Dated: February 27th, 2007
				

			 	
				
				   
				

			 	
				
				  SALEFORM 1993
				

				
				  Revised 1966, 1983 and
				  1986/87.
				

			 



	 
		MS Nova "BALTIA"
		Schiffahrtsgesellschaft mbH & Co. KG of Hamburg, Germany hereinafter called the Sellers, have agreed to sell, and
		
Cardiff Marine INC. of Monrovia,
		Liberia, maintaining a shipmanagement office in Athens Greece or their
		guaranteed nominee
	 

	 
		hereinafter called the Buyers,
		have agreed to buy
	 

	 
		Name: mv
		"Baltia"
	 

	 
		Classification
		Society/Class: Lloyds Register
	 

	 
		 
	 

	 
			
				
				  Built: 1996
				

			 	
				
				  By: Samsung
				  Heavy Industries Co. Ltd.
				

			 
	 	 
	
				
				  Flag: Malta
				

			 	
				
				  Place of
				  Registration: Hamburg
				

			 
	 	 
	
				
				  Call Sign: 9HIP8
				

			 	
				
				  Grt/Nrt: 38,567 /
				  24,567
				

			 



	 
		Register
		Number: IMO No.
		9113410
	 

	 
		hereinafter called the Vessel,
		on the following terms and conditions:
	 

	 
		Definitions
	 

	 
		"Banking days" are days on
		which banks are open both
		in Greece and Germany
		and in the country of the currency
		
stipulated for the Purchase Price in Clause 1 and in the place of closing
		stipulated in Clause 8.
	 

	 
		"In writing" or "written"
		means a letter handed over from the Sellers to the Buyers or vice versa, a
		registered letter, telex, telefax,
		e-mail or other modern form of written communication.
	 

	 
		"Classification Society" or
		"Class" means the Society referred to in line 4.
	 

	 
			
				
				  1.
				

			 	
				
				  Purchase Price
				  US$ 41,835,000 (United States
				  Dollars Fortyone Million Eight Hundred and Thirtyfive Thousand) in
				  cash 
				

			 



	 
			
				
				  2.
				

			 	
				
				  Deposit
				

			 



	 
		As security for the correct
		fulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten per
		cent) of the Purchase Price within three (3) banking days from the date of a scanned
		copy of this
	 

	 
		Agreement. has been signed by
		the Sellers and the Buyers and all subjects have been lifted.
		This deposit shall be
		placed with Sellers
		in                                          
		                                          
		                                          
		                  

	 

	 
		a to be nominated bank account at HSH
		Nordbank AG in Hamburg, Germany _________________and held by them in a joint
		interest bearing
		account for the
		Sellers and the Buyers, to be released in accordance 
with joint written
		instructions of the Sellers and the Buyers. Interest, if any, to be credited to
		the Buyers. Any fee charged for holding the said deposit shall be borne equally
		by the Sellers and the Buyers.
	 

	 
			
				
				  3.
				

			 	
				
				  Payment
				

			 



	 
		The said Purchase Price shall
		be paid in full free of bank charges to Sellers' nominated account on delivery of the Vessel, but not later than 3 (three) banking days after the Vessel is in every respect 
	 

	 
	 
		 
	 

	 
		 
	 


	 
 

	 
		physically ready for delivery
		in accordance with the terms and conditions of this Agreement and Notice of
		Readiness has been given in accordance with Clause 5.
	 

	 
			
				
				  4.
				

			 	
				
				  Inspections
				

			 



	 
			
				
				  a)*
				

			 	
				
				  The Buyers have
				  inspected and accepted the Vessel's classification records. The Buyers
				  have the right to carryout physical inspection of the Vessel once Buyers have
				  lifted their subject under clause 19 herein. Physical inspection shall be
				  completed at next accessible port. Buyers to declare their acceptance/rejection
				  of the Vessel within 48 hours after completion completion of the inspection. If
				  the Vessel is accepted after the inspection thenThe Buyers have also inspected the
				  Vessel at/in-     on
				        and have accepted the Vessel following this
				  inspection-and the sale is outright and definite, subject only to the
				  terms and conditions of this Agreement.
				

			 



	 
			
				
				  b)*
				

			 	
				
				  The Buyers
				  shall have the right to inspect the Vessel's classification-records and declare
				  whether same-are accepted or not within
				

			 



	 
		The Sellers shall
		provide for inspection of the Vessel at/in-
	 

	 
		The Buyers shall
		undertake the inspection without undue delay to the Vessel. Should the Buyers
		cause undue delay they shall compensate the Sellers for the losses thereby
		incurred. The Buyers shall inspect the Vessel without opening up and without
		cost to the Sellers. During the inspection, the Vessel's deck and engine log
		books shall be made available for examination by the Buyers. If the Vessel is
		accepted after such inspection, the sale shall become outright and definite,
		subject only to the terms and conditions of this Agreement, provided the
		Sellers receive written notice of acceptance from the Buyers within 72 hours
		after completion of such inspection.
		                                          
		                           
Should notice of acceptance of the
		Vessel's classification records and of the Vessel not be received by the
		Sellers as aforesaid, the deposit together with interest earned shall be
		released immediately to the Buyers, whereafter this Agreement shall be null and
		void.
	 

	 
			
				
				  *
				

			 	
				
				  4 a) and 4b) are alternatives; delete
				  whichever is not applicable. In the absence of deletions, alternative 4a) to
				  apply.
				

			 



	 
			
				
				  5.
				

			 	
				
				  Notices, time and
				  place of delivery
				

			 



	 
			
				
				  a)
				

			 	
				
				  The Sellers shall keep
				  the Buyers well informed of the Vessel's itinerary and shall provide the Buyers
				  with 30, 15, and 7
				  days notice of
				  the approximate and 3, 2 and 1 days notice of definite
				  estimated time of arrival at the
intended
				  place of drydocking/underwater inspection/delivery. When the
				  Vessel is at the place of delivery and in every respect physically ready for
				  delivery in accordance with this Agreement, the Sellers shall give the Buyers a
				  written Notice of Readiness for delivery.
				

			 



	 
			
				
				  b)
				

			 	
				
				  The Vessel shall be
				  delivered and taken over safely afloat at a safe and accessible berth or
				  anchorage at/in-
				  worldwide range to be narrowed at time of the 30 day
				  notice
				

			 



	 
		in the Sellers' option.

	 

	 
		Expected time of
		delivery: 15th May - 30th June 2007
	 

	 
		Date of cancelling (see
		Clauses 5 c), 6 b) (iii) and 14): 30th June 2007
	 

	 
			
				
				  c)
				

			 	
				
				  If the Sellers
				  anticipate that, notwithstanding the exercise of due diligence by them, the
				  Vessel will not be ready for delivery by the cancelling date they may notify
				  the Buyers in writing stating the date when they anticipate that the Vessel
				  will be ready for delivery and propose a new cancelling date. Upon receipt of
				  such notification the Buyers shall have the option of either cancelling this
				  Agreement in accordance with Clause 14 within 7 running days of receipt of the
				  notice or of accepting the new date as the new cancelling date. If the Buyers
				  have not declared their option within 7 running days of receipt of the Sellers'
				  notification or if the Buyers accept the new date, the date proposed in the
				  Sellers' notification shall be deemed to be the new cancelling date and shall
				  be substituted for the cancelling date stipulated in line 61.
				

			 


 
	 
		 
	 

	 
		 
	 


	 
 

	 
		If this Agreement is
		maintained with the new cancelling date all other terms and conditions hereof
		including those contained in Clauses 5 a) and 5 c) shall remain unaltered and
		in full force and effect. Cancellation or failure to cancel shall be entirely
		without prejudice to any claim for damages the Buyers may have under Clause 14
		for the Vessel not being ready by the original cancelling date.
	 

	 
			
				
				  d)
				

			 	
				
				  Should the Vessel
				  become an actual, constructive or compromised total loss before delivery the
				  deposit together with interest earned shall be released immediately to the
				  Buyers whereafter this Agreement shall be null and void.
				

			 



	 
			
				
				  6.
				

			 	
				
				  Drydocking/Divers
				  Inspection
				

			 



	 
			
				
				  a)**
				

			 	
				
				  The Sellers
				  shall place the Vessel in drydock at the port of delivery for inspection by the
				  Classification Society of the Vessel's underwater parts below the deepest load
				  line, the extent of the inspection being in accordance with the Classification
				  Society's rules. If the rudder, propeller, bottom or other underwater parts
				  below the deepest load line are found broken, damaged or defective so as to
				  affect the Vessel's class, such defects shall be made good at the Sellers'
				  expense to the satisfaction of the Classification Society without
				  condition/recommendation*.
				

			 



	 
			
				
				  b)**
				

			 	
				
				  (i) The Vessel is to
				  be delivered without drydocking. However, the Buyers shall have the right at
				  their expense to arrange for an underwater inspection by a diver approved by
				  the Classification Society prior to the delivery of the Vessel. The Sellers
				  shall at their cost make the Vessel available for such inspection. The extent
				  of the inspection and the conditions under which it is performed shall be to
				  the satisfaction of the Classification Society. If the conditions at the port
				  of delivery are unsuitable for such inspection, the Sellers shall make the
				  Vessel available at a suitable alternative place near to the delivery
				  port.
				

			 



	 
		(ii) If the rudder, propeller,
		bottom or other underwater parts below the deepest load line are found broken,
		damaged or defective so as to affect the Vessel's class, then unless repairs
		can be carried out afloat to the satisfaction of the Classification Society,
		the Sellers shall arrange for the Vessel to be drydocked at their expense for
		inspection by the Classification Society of the Vessel's underwater parts below
		the deepest load line, the extent of the inspection being in accordance with
		the Classification Society's rules. If the rudder, propeller, bottom or other
		underwater parts below the deepest load line are found broken, damaged or
		defective so as to affect the Vessel's class, such defects shall be made good
		by the Sellers at their expense to the satisfaction of the Classification
		Society without condition/recommendation*. In such event the Sellers are to pay
		also for the cost of the underwater inspection and the Classification Society's
		attendance.
	 

	 
		(iii) If the Vessel is to be
		drydocked pursuant to Clause 6 b) (ii) and no suitable drydocking facilities
		are available at the port of delivery, the Sellers shall take the Vessel to a
		port where suitable drydocking facilities are available, whether within or
		outside the delivery range as per Clause 5 b). Once drydocking has taken place
		the Sellers shall deliver the Vessel at a port within the delivery range as per
		Clause 5 b) which shall, for the purpose of this Clause, become the new port of
		delivery. In such event the cancelling date provided for in Clause 5 b) shall
		be extended by the additional time required for the drydocking and extra
		steaming, but limited to a maximum of 30 14
		running days. If the Divers' inspection reveals damage to the
		underwater parts which would affect the class but the class surveyor approves
		the repair to be deferred until her next dry-docking and provided that the
		vessel's trading capability/capacity is not affected, the Buyers and Sellers
		shall mutually agree a monetary compensation in lieu of actual repair, which
		shall be paid to the Buyers by deducting the agreed amount from the purchase
		price at the time of the closing. 
	 

	 
		In the event that agreement cannot be
		reached the compensation applicable to be calculated as average of 2 (two)
		quotations from 2 (two) respectable shipyards close to the delivery port but
		within the delivery range, one obtained by each party to quantify the cost of
		repair estimated for compensation.
	 

	 
			
				
				  c)
				

			 	
				
				  If the Vessel is
				  drydocked pursuant to Clause 6 a) or 6 b) above
				

			 



	 
		(i) the Classification Society
		may require survey of the tailshaft system, the extent of the survey being to
		the satisfaction of the Classification surveyor. If such survey is not required
		by the Classification Society, the Buyers shall have the right to require the
		tailshaft
	 

	  
	 
		 
	 

	 
		 
	 


	 
 
	 
		 to be drawn and surveyed by
		the Classification Society, the extent of the survey being in accordance with
		the Classification Society's rules for tailshaft survey and consistent with the
		current stage of the Vessel's survey cycle. The Buyers shall declare whether
		they require the tailshaft to be drawn and surveyed not later than by the
		completion of the inspection by the Classification Society. The drawing and
		refitting of the tailshaft shall be arranged by the Sellers. Should any parts
		of the tailshaft system be condemned or found defective so as to affect the
		Vessel's class, those parts shall be renewed or made good at the Sellers'
		expense to the satisfaction of the Classification Society without
		condition/recommendation*.
	 

	 
		(ii) the expenses relating to
		the survey of the tailshaft system shall be borne by the Buyers unless the
		Classification Society requires such survey to be carried out, in which case
		the Sellers shall pay these expenses. The Sellers shall also pay the expenses
		if the Buyers require the survey and parts of the system are condemned or found
		defective or broken so as to affect the Vessel's class*.
	 

	 
		(iii) the expenses in
		connection with putting the Vessel in and taking her out of drydock, including
		the drydock dues and the Classification Society's fees shall be paid by the
		Sellers if the Classification Society issues any condition/recommendation* as a
		result of the survey or if it requires survey of the tailshaft system. In all
		other cases the Buyers shall pay the aforesaid expenses, dues and fees.
	 

	 
		(iv) the Buyers'
		representative shall have the right to be present in the drydock, but without
		interfering with the work or decisions of the Classification surveyor.
	 

	 
		(v) the Buyers shall have the
		right to have the underwater parts of the Vessel cleaned and painted at their
		risk and expense without interfering with the Sellers' or the Classification
		surveyor's work, if any, and without affecting the Vessel's timely delivery.
		If, however, the Buyers' work in drydock is still in progress when the Sellers
		have completed the work which the Sellers are required to do, the additional
		docking time needed to complete the Buyers' work shall be for the Buyers' risk
		and expense. In the event that the Buyers' work requires such additional time,
		the Sellers may upon completion of the Sellers' work tender Notice of Readiness
		for delivery whilst the Vessel is still in drydock and the Buyers shall be
		obliged to take delivery in accordance with Clause 3, whether the Vessel is in
		drydock or not and irrespective of Clause 5 b).
	 

	 
			
				
				  *
				

			 	
				
				  Notes, if any, in the
				  surveyor's report which are accepted by the Classification Society without
				  condition/recommendation are not to be taken into account.
				

			 



	 
			
				
				  **
				

			 	
				
				  6 a) and 6 b) are
				  alternatives; delete whichever is not applicable. In the absence of deletions,
				  alternative 6 a) to apply.
				

			 



	 
			
				
				  7.
				

			 	
				
				  Spares/bunkers,
				  etc.
				

			 



	 
		The Sellers shall deliver the
		Vessel to the Buyers with everything belonging to her on board and on shore.
		All spare parts and spare equipment including spare tail-end shaft(s)
		and/or spare propeller(s)/propeller blade(s), if any, belonging to the
		Vessel at the time of inspection used or unused, whether
		if on board or not shall become the Buyers' property, but spares
		on order are to be excluded. Forwarding charges, if any, shall be for the
		Buyers' account. The Sellers are not required to replace spare parts including
		spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are
		taken out of spare and used as replacement prior to delivery, but the replaced
		items shall be the property of the Buyers. The radio installation and
		navigational equipment shall be included in the sale without extra payment if
		they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be
		taken over by the Buyers without extra payment.
	 

	 
		The Sellers have the right to
		take ashore crockery, plates, cutlery, linen and other articles bearing the
		Sellers' flag or name, provided they replace same with similar unmarked items.
		Library, forms, ISM/ISPS Manuals,
		etc., 
	 

	 
		exclusively for use in the
		Sellers' vessel(s), shall be excluded without compensation. Captain's,
		Officers' and Crew's personal belongings including the slop chest
		and provisions
		are to be excluded from
		the sale, 
	 

	 
		as well as the following
		additional items (including items on hire):
	 

	 
		1. Globe Wireless equipment (only
		antenna and cables remain o/b):
	 

	 
		- GW MF/HF Icom Radio
	 

	 
		- GW GL5100 Modem
	 

	 
		- GW coupler
	 

	  
	 
		 
	 

	 
		 
	 


	 
 
	 
		- GW Power supply's
	 

	 
		- GW GCC Software + Manuals
		
	 

	 
		- SSAS Keypads
	 

	 
		2. Unitor hired gas
		bottles
	 

	 
		- oxygen 9
		cylinders
	 

	 
		- acetylene 4
		cylinders
	 

	 
		- freon R 22 3
		cylinders
	 

	 
		The Buyers shall take over the
		remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay
		the USD 2.10/litre (all lub. oil
		quantities/qualities).                                          
		                   
	 

	 
		The Buyers shall take over the
		remaining unused bunkers on board and pay the respective prices quoted at
		Platt's nearest bunkering port 2 (two) days prior to the intended date of
		delivery.
	 

	 
		current net market
		price (excluding barging expenses) at the port and date
		                                          
		   
	 

	 
		of delivery of the
		Vessel.
		                                      
		                       
		
	 

	 
		Payment under this Clause
		shall be made at the same time and place and in the same currency as the
		Purchase Price.
	 

	 
			
				
				  8.
				

			 	
				
				  Documentation
				

			 



	 
		The place of
		closing: Hamburg, Germany
	 

	 
		Buyer's and Seller's sales
		documentation to be mutually agreed and covered by an Addendum to this
		Agreement. The concluding of this Addendum and the signing of same shall not
		delay the signing of this Agreement and thereby delaying the payment of the
		deposit.
	 

	 
		In- exchange for payment of the Purchase Price
		the Sellers
		shall furnish
		the
		Buyers with delivery documents, namely;
	 

	 
			
				
				  a)
				

			 	
				
				  Legal Bill of
				  Sale in a form recordable in
				                               (the
				  country in which the Buyers are to register-the Vessel), warranting that the
				  Vessel-is free from all encumbrances, mortgages and maritime liens or any other
				  debts or claims whatsoever, duly notarially attested and legalized by the
				  consul of such country or other competent authority.
				

			 



	 
			
				
				  b)
				

			 	
				
				  Current
				  Certificate of Ownership issued by the competent authorities of the flag state
				  of the Vessel.
				

			 



	 
			
				
				  c)
				

			 	
				
				  Confirmation
				  of Class issued within 72 hours prior to delivery.
				

			 



	 
			
				
				  d)
				

			 	
				
				  Current
				  Certificate issued by the competent authorities stating that the Vessel is free
				  from registered encumbrances.
				

			 



	 
			
				
				  e)
				

			 	
				
				  Certificate of
				  Deletion of the Vessel from the Vessel's registry or other official evidence of
				  deletion appropriate to the Vessel's registry at the time of delivery, or, in
				  the event that the registry does not as a matter of practice issue such
				  documentation immediately, a written undertaking by the Sellers to effect
				  deletion from the Vessel's registry forthwith and furnish a Certificate or
				  other official evidence of deletion to the Buyers promptly and latest within 4
				  (four) weeks after the Purchase Price has been paid and the Vessel has been
				  delivered.
				

			 



	 
			
				
				  f)
				

			 	
				
				  Any such
				  additional documents as may-reasonably be required by the competent authorities
				  for the purpose of registering the Vessel, provided the Buyers notify the
				  Sellers of any such documents as soon as possible after the date of this
				  Agreement.
				

			 



	 
		At the time of delivery the
		Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery
		and Acceptance confirming the date and time of delivery of the Vessel from the
		Sellers to the Buyers.
	 

	 
		At the time of delivery the
		Sellers shall hand to the Buyers the classification certificate(s) as well as
		all plans etc., which are on board the Vessel. Other certificates which are on
		board the Vessel shall also be handed over to the Buyers unless the Sellers are
		required to retain same, in which case the Buyers to have the right to take
		copies. Other technical documentation which may be in the Sellers' possession
		shall be promptly forwarded to the Buyers at their expense, if they so request.
		The Sellers may keep the Vessel's log books but the Buyers to have the right to
		take
	 

	  
	 
		 
	 

	 
		 
	 


	 
 

	 
		copies of same.
	 

	 
			
				
				  9.
				

			 	
				
				  Encumbrances
				

			 



	 
		The Sellers warrant that the
		Vessel, at the time of delivery, is free from all charters, encumbrances,
		mortgages and maritime liens or any other debts whatsoever. The Sellers hereby
		undertake to indemnify the Buyers against all consequences of claims made
		against the Vessel which have been incurred prior to the time of
		delivery.
	 

	 
			
				
				  10.
				

			 	
				
				  Taxes,
				  etc.
				

			 



	 
		Any taxes, fees and expenses
		in connection with the purchase and registration under the Buyers' flag shall
		be for the Buyers' account, whereas similar charges in connection with the
		closing of the Sellers' register shall be for the Sellers' account.
	 

	 
			
				
				  11.
				

			 	
				
				  Condition on
				  delivery
				

			 



	 
		The Vessel with everything
		belonging to her shall be at the Sellers' risk and expense until she is
		delivered to the Buyers, but subject to the terms and conditions of this
		Agreement she shall be delivered and taken over as she was at the time of
		inspection, fair wear and tear excepted. However, the Vessel shall be delivered
		with her class maintained without condition/recommendation*, free of average
		damage affecting the Vessel's class, and with her classification certificates
		and national and
		international
		certificates
		clean,  , as well as all other certificates
		the Vessel had at the time of inspection, valid and unextended without
		condition/recommendation* by Class or the relevant authorities
		for 3 months at the time of delivery.
		Sellers to deliver the Vessel with
		clean/swept holds. However the Sellers have the option to deliver the Vessel
		with unclean/unswept against a lumpsum fee of USD3500 in lieu of cleaning.
		
	 

	 
		Same to be deducted at time of
		closing.
	 

	 
		"Inspection" in this Clause
		11, shall mean the Buyers' inspection according to Clause 4 a) or 4 b), if
		applicable, or the Buyers' inspection prior to the signing of this Agreement.
		If the Vessel is taken over without inspection, the date of this Agreement
		shall be the relevant date.
	 

	 
			
				
				  *
				

			 	
				
				  Notes, if any, in the
				  surveyor's report which are accepted by the Classification Society without
				  condition/recommendation are not to be taken into account.
				

			 



	 
			
				
				  12.
				

			 	
				
				  Name/markings
				

			 



	 
		Upon delivery the Buyers
		undertake to change the name of the Vessel and alter funnel markings.
	 

	 
			
				
				  13.
				

			 	
				
				  Buyers'
				  default
				

			 



	 
		Should the deposit not be paid
		in accordance with Clause 2, the Sellers have the right to cancel this
		Agreement, and they shall be entitled to claim compensation for their losses
		and for all expenses incurred together with interest. 
	 

	 
		Should the Purchase Price not
		be paid in accordance with Clause 3, the Sellers have the right to cancel the
		Agreement, in which case the deposit together with interest earned shall be
		released to the Sellers. If the deposit does not cover their loss, the Sellers
		shall be entitled to claim further compensation for their losses and for all
		expenses incurred together with interest.
	 

	 
			
				
				  14.
				

			 	
				
				  Sellers'
				  default
				

			 



	 
		Should the Sellers fail to
		give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to
		validly complete a legal transfer by the date stipulated in line 61 the Buyers
		shall have the option of cancelling this Agreement provided always that the
		Sellers shall be granted a maximum of 3 banking days after Notice of Readiness
		has been given to make arrangements for the documentation set out in Clause 8.
		If after Notice of Readiness has been given but before the Buyers have taken
		delivery, the Vessel ceases to be physically ready for delivery and is not made
		physically ready again in every respect by the date stipulated in line 61 and
		new Notice of Readiness given, the Buyers shall retain their option to cancel.
		In the event that the Buyers elect to cancel this Agreement the deposit
		together with interest earned shall be released to them
	 

	  
	 
		 
	 

	 
		 
	 


	 
 
	 
		immediately.
	 

	 
		Should the Sellers fail to
		give Notice of Readiness by the date stipulated in line 61 or fail to be ready
		to validly complete a legal transfer as aforesaid they shall make due
		compensation to the Buyers for their loss and for all expenses together with
		interest if their failure is due to proven negligence and whether or not the
		Buyers cancel this Agreement.
	 

	 
			
				
				  15.
				

			 	
				
				  Buyers'
				  representatives
				

			 



	 
		After this Agreement has been
		signed by both parties and the deposit has been lodged, the Buyers have the
		right to place two representatives on board the Vessel at their sole risk and
		expense upon arrival
		at on or
		about four (4)
		weeks prior to the intended date of delivery, at the Vessel's last loading port
		before delivery at the latest in any case.
	 

	 
		These representatives are on
		board for the purpose of familiarisation and in the capacity of observers only,
		and they shall not interfere in any respect with the operation of the Vessel.
		The Buyers' representatives shall sign the Sellers' letter of indemnity prior
		to their embarkation.
	 

	 
			
				
				  16.
				

			 	
				
				  Arbitration
				

			 



	 
			
				
				  a)*
				

			 	
				
				  This Agreement shall
				  be governed by and construed in accordance with English law and any dispute
				  arising out of this Agreement shall be referred to arbitration in London in
				  accordance with the Arbitration Acts 1950 and 1979
				  Act 1996 or any statutory modification or
				  re-enactment thereof for the time being in force, one arbitrator being
				  appointed by each party. On the receipt by one party of the nomination in
				  writing of the other party's arbitrator, that party shall appoint their
				  arbitrator within fourteen days, failing which the decision of the single
				  arbitrator appointed shall apply. If two arbitrators properly appointed shall
				  not agree they shall appoint an umpire whose decision shall be final.
				

			 



	 
			
				
				  b)*
				

			 	
				
				  This Agreement
				  shall be governed by and construed in accordance with Title 9 of the United
				  States Code and the Law of the State of New York and should any dispute arise
				  out of this Agreement, the matter in dispute shall be referred to three persons
				  at New York, one to be appointed by each of the parties hereto, and the third
				  by the two so chosen; their decision or that of any two of them shall be final,
				  and for purpose of enforcing any award, this Agreement may be made a rule of
				  the Court.
				

				
				  The
				  proceedings shall be conducted in accordance with the rules of the Society of
				  Maritime Arbitrators, Inc. New York.
				

			 



	 
			
				
				  c)*
				

			 	
				
				  Any dispute
				  arising out of this Agreement shall be referred to arbitration at
				                                                                                                                     , subject to the procedures
				  applicable there. The laws of
				                                                                                                         shall govern this
				  Agreement.
				

			 



	 
			
				
				  *
				

			 	
				
				  16 a), 16 b) and 16
				  c) are alternatives; delete whichever is not applicable. In the absence of
				  deletions, alternative
				  16 a) to apply.
				

			 



	 
		Clause 17.
	 

	 
		The Sellers to confirm, to the best
		of their knowledge, that the Vessel is not blacklisted by any nation or
		organisation including the Arab Boycott League in Damascus.
	 

	 
		Clause 18 - Gypsy Moth

	 

	 
		Sellers confirm that the Vessel under
		present ownership has never called at any ports on the Pacific Coast of the
		former U.S.S.R. prior to the date of delivery to the Buyers.
	 

	 
		Clause 19 - Buyers' BoD Subject
		Financing
	 

	 
		Buyers' BOD/Financing subjects to be
		lifted no later than 27th April 2007.
	 

	 
		 
	 

	 
			
				
				  For the
				  Buyers:
				

			 	
				
				   
				

			 	
				
				  For the
				  Sellers:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  /s/ Illegible
				

			 	
				
				   
				

			 	
				
				  /s/ Johann-Stephan Reith
				

			 



	 
		 
	 

	 
		 
	 


	 
 
	 
		 
	 

	  
	 
			
				
				  By: 
				

			 	
				
				  Illegible 
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  Johann-Stephan Reith
				

			 
	
				
				  Title: 
				

			 	
				
				  Attorney-In-Fact.
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Managing Director
				

			 



	 
		This document is a computer generated
		copy of "SALEFORM 1993", printed by authority of the Norwegian Shipbrokers'
		Association, using software which is the copyright of Strategic Software Ltd.
		Any insertion or deletion to the form must be clearly visible. In the event of
		any modification made to the preprinted text of this document, the original
		document shall apply. The Norwegian Shipbrokers' Association and Strategic
		Software Ltd. assume no responsibility for any loss or damage caused as a
		result of discrepancies between the original approved document and this
		document.