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.
				

			 
	
				
				  Dated: 16th March, 2007 
				

			 	
				
				   
				

			 	

				
				  Code-name
 SALEFORM 1993
				

				
				  Revised 1966, 1983 and
				  1986/87.
				

			 

 

	 
		Nemea Shipping Company
		S.A.
	 

	 
		Hereinafter called the Sellers, have agreed
		to sell, and
	 

	 
		Cardiff Marine Inc. or
		nominee
	 

	 
		Hereinafter called the Buyers, have agreed
		to buy 
	 

	 
		Name: M/V Rule
	 

	 
		Classification Society/Class:
		Nippon Kaiji Kyokai
	 

	 
		 
	 

	 	
			 
				Built:  1999
			 

		  	
			 
				 
			 

		  	
			 
				By: Sumitomo Heavy Industries Ltd., Japan
			 

		  
	
			 
				Flag: Panama
			 

		  	
			 
				 
			 

		  	
			 
				Place of Registration:
				Panama
			 

		  
	
			 
				Call Sign: 3FZV8
			 

		  	
			 
				 
			 

		  	
			 
				Grt/Nrt: 38,364 / 24,622
			 

		  
	
			 
				Register IMO
				Number:
			 

		  	
			 
				 
			 

		  	
			 
				9185736
			 

		  


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

	 
		Definitions
	 

	 
		“Banking days” are days on which
		banks are open both 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 or other modern form of
		written communication.
	 

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

	 
			
				
				  1.
				

			 	
				
				  Purchase Price
				

			 

 

	 
		USD 48,500,000 in cash (United States
		Dollars Forty Eight Million Five Hundred Thousand)
	 

	 
			
				
				  2.
				

			 	
				
				  Deposit
				

			 

 

	 
		As security for the correct fulfillment of
		this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the
		Purchase Price within 3
		(three) banking days from the date of the
		subject in clause 18
		herein being lifted this  
	 

	 
		Agreement.
		This deposit shall be placed with the
		Royal Bank of Scotland, Piraeus Branch 


		and held by them in a joint 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 balance of the Purchase
		Price including ROB bunkers/lubricants/hydraulic oils and
		greases shall be paid in full free of bank charges
		to the Royal Bank of Scotland, Piraeus
		Branch
	 

	 
		on delivery of the vessel, but not later
		than 3 banking days after the vessel is in every respect physically ready for
		delivery in accordance with terms and the conditions of this agreement
		and
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		notice of readiness has been given
		accordance with Clause 5.
	 

	 
		Both the 10% Deposit and the Balance
		Money shall be released/paid to the Sellers by the Seller’s presentation
		to the Seller’s Bank of either an original or fax copy or photocopy of
		“Protocol of Delivery and Acceptance” duly signed by both the
		Sellers’ and the Buyers’ authorised representatives
		only.
	 

	 
			
				
				  4.
				

			 	
				
				  Inspections
				

			 

 

	 
			
				
				  a)*
				

			 	
				
				  The Buyers have inspected and
				  accepted the Vessel’s classification records. See Clause 17 The 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 4 b) arc
				  alternatives; delete whichever is not applicable, in the absence of deletions,
				  alternative 4 a) 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, 20, 15, 10 7, 5 approximate and
				  3, and 2, 1 definite days notice of the 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
				

			 

 

	 
		in the Sellers’ option.
	 

	 
		Expected time of delivery:
		May 1st – June 30th,
		2007 in Seller’s Option
	 

	 
		Date of cancelling (see Clauses 5 c), 6 b)
		(iii) and 14): June 30th,
		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  three
				  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 three
				  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 Seller’s 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. Should such underwater survey
				  reveal damage which affects class and the Classification Society does not
				  require immediate repairs then a deduction in the purchase price for the direct
				  cost of the damage (excluding indirect cost such as dry-dock costs, gas freeing
				  costs, deviation costs, off-hire etc.) shall be mutually agreed. If no
				  agreement can be reached within one working day after the date of the
				  underwater inspection, then the deduction in the purchase price shall be as per
				  the average quotation by two repair yards, one chosen by sellers and one by
				  buyers.
				

			 

 

	 
		Should no damage affecting class be
		found, cost for diver(s) inspection to be for the Buyers’ account
		including expense for the Class attendance, with Sellers appointing the Class
		to attend the inspection. The class surveyor shall be the sole arbitrator as to
		whether any damage found to the vessel’s underwater parts may constitute a
		recommendation.
	 

	 
		The cancelling date shall be extended
		for the time required for the Buyers and Sellers to agree the deduction in the
		purchase price as above and the vessel shall be deemed physically ready for
		delivery when the amount of the compensation is agreed in accordance with the
		aforementioned procedure. It is further stipulated that, weather permitting,
		the inspection of the underwater parts of the vessel will be carried out within
		24 hours of arrival at the port of delivery. The Seller may tender the Notice
		of Readiness for delivery before the Underwater Inspection. However if any
		damage to the underwater parts be found so as to affect the Vessel’s Class
		Certificate, the Sellers shall re-tender the Notice of Readiness after the
		Vessel shall be deemed physically ready for delivery in accordance with this
		agreement.
	 

	 
		(ii) If the rudder, propeller, bottom or
		other underwater parts below the deepest load water
		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
		and the Classification
		Society requires immediate repairs and the Vessel to be
		dry-docked, the
		Sellers                                                                                            shall
		arrange for the Vessel to be drydocked at their expense and the Vessel shall proceed to a
		Drydock selected by the Sellers at the Seller’s option and
		in such event the delivery and cancelling date shall be automatically
		extended for the time it takes the Vessel to proceed to the dry-dock and for
		the time required in
		order 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
		to 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. The cancelling date shall
		also be extended if Class requires immediate repairs, and such repairs can
		be performed afloat. 
 If present class requires and approves that repair of
		such damage(s) to be postponed to next class periodical dry-dock, then Sellers
		shall have the option to repair same to class’ satisfaction or to make
		monetary settlement based on two quotations (with the one obtained by each
		party) issued by reputable shipyard in the delivery port which are able to
		carry out such repairs for this type of vessel. It is understood by the Sellers
		and the Buyers that the actual and final amount of monetary settlement to be
		mutually agreed and is confined to direct repair cost only and does not include
		indirect cost such as dry-docking fee, general expenses, deviation and off hire
		etc.
	 

	 
		(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 14 running days.
	 

	 
			
				
				  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 on board or not shall become the
		Buyers’ property, 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, 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 are to be excluded from the sale,
		as well as the following additional items (including items on hire):
	 

	 
		Oxygen/Acetylene/Freon bottles,
		logbooks, Company-Owner books-manuals, ISM-PMS files, videotel tapes, original
		Certificates which are required to be retained by Seller or returned to the
		flag state
	 

	 
		The Buyers shall take over the remaining
		bunkers and unused lubricating hydraulic oils in storage tanks and sealed drums
		and greases and pay the sellers last purchase prices including discounts and
		excluding barging/delivering charges as evidenced by supporting invoices and/or
		vouchers 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: Piraeus, Greece
	 

	 
		In exchange for payment of the Purchase
		Price the Sellers shall furnish the Buyers with delivery Documents, namely:
		See attached Documentation
		List
	 

	 
			
				
				  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 in
		accordance subject to
		the terms and conditions of this Agreement she shall be 

 delivered and
		taken over in substantially the same
		condition 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 certificates, 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 at
		for a period
		of not less than
		three months from
		the time of delivery.
	 

	 
		“Inspection” in this Clause 11,
		shall mean the Buyers’ inspection according to Clause 4 a) and 4b), 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. The vessel is to be delivered with
		her Intermediate survey and Dry-docking Survey freshly
		passed by the Sellers. Vessel to be delivered with her
		present class confirmed without outstanding recommendations and
		free of average damage affecting class. Hull and machinery
		Continuous Survey Cycles to be clean and up-to-date valid and un-extended for
		at least three months with
		no outstandings or extensions at
		time of delivery.
	 

	 
			
				
				  *
				

			 	
				
				  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
	 

	 
		These
		representatives are on board for the purpose of familiarization 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 indemnify 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
				  1996 1950 and 1979 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. The arbitration shall be conducted in accordance with the London
				  Maritime Arbitrators Association (LMAA) Terms current at the time when the
				  arbitration proceedings are commenced.
				

			 

 

	 
			
				
				  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 Now 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.
	 

	 
			
				
				  e)*
				

			 	
				
				  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:
	 

	 
		This sale is subject to the Buyer’s
		physical inspection of the vessel which to be inspected by Buyers latest by 7th
		April, 2007 in Portugal. Acceptance or rejection of the vessel to take place
		latest by 10th April, 2007. If buyers fail to inspect the vessel
		before the above deadline, then Buyer will be deemed to have waived inspection
		and will be deemed to have accepted the vessel without
		inspection.
	 

	 
		Clause 18:
	 

	 
		The sale is subject to Buyers or their
		nominee/associated company Board of Directors approval which to be declared
		latest by April 27th, 2007. If the Buyers do not declare their BOD subjects
		within April 27th, 2007 this Agreement, then both Buyers and Sellers shall be
		released from this agreement.
	 

	 
		 
	 

	 
			
				
				  For Nemea Shipping Company S.A.
				

			 	
				
				   

				

			 	
				
				  For Cardiff Marine Inc. 
				

			 
	
				
				  

				  /s/ Michael Gregos
				

			 	
				
				   

				

			 	
				
				  

				  /s/ Illegible
				

			 
	
				
				  Name: 
				

			 	
				
				  Michael Gregos
				

			 	
				
				   

				

			 	
				
				  Name: 
				

			 	
				
				  Illegible
				

			 
	
				
				  Title: 
				

			 	
				
				  Attorney-In-Fact
				

			 	
				
				   

				

			 	
				
				  Title: 
				

			 	
				
				  Attorney-In-Fact
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		DOCUMENTATION LIST
	 

	 
		For
	 

	 
		Memorandum of Agreement Dated
		16th March, 2007 between Nemea Shipping Company S.A. 
	 

	 
		(the “Seller”) and Cardiff Marine
		Inc. (the “Buyer”)
	 

	 
		for the purchase of M.V. RULE. Panama flag
	 

	 
	 

	 

	 
			
				
				  A)
				

			 	
				
				  The Sellers should provide Buyers
				  with following documents (where not in English above with certified English
				  translation):
				

			 

 

	 
			
				
				  1.
				

			 	
				
				  Bill of Sale (British Form 10A) in
				  two (2) originals, duly notarized as to the authority of the signatory for the
				  Sellers by the Panamanian Consul in Piraeus, Greece and then legalized by the
				  Maltese Consul in Piraeus, Greece.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  Resolutions of the Board of
				  Directors and Shareholders of the Sellers1 company approving the
				  Memorandum of Agreement resolving and ratifying sale of the Ship to the Buyers
				  and authorising person(s) to execute a Power of attorney appointing certain
				  person or persons to execute the Bill of Sale, protocol of delivery and
				  acceptance, deal with all matters relating to completion of sale and transfer
				  of title to the Buyers including physical delivery of the Ship, certified by
				  the Secretary of the Sellers notarially attested and Apostilled.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  Power of Attorney of the Sellers
				  authorising person(s) to execute Bill of Sale. Protocol of Delivery and
				  Acceptance, deal with all the matters relating to the sale, delivery of the
				  Ship to the Buyers, notarially certified and Apostilled.
				

			 

 

	 
			
				
				  4.
				

			 	
				
				  Certificate of Goodstanding of the
				  Sellers issued by Panamanian Authorities disclosing the Directors and Officers
				  of the Sellers
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  Certified copy of Articles of
				  Association of the Sellers.
				

			 

 

	 
			
				
				  6.
				

			 	
				
				  a) Certificate of Ownership and
				  Encumbrances dated not earlier than three (3) business days before NOR
				  confirming that the ship is owned by the Selling company and is free from any
				  registered encumbrances save for a mortgage in favour of Fortis Bank.
				

			 

 

	 
		b) Certificate from Panama authorities
		confirming (i) that the government of Panama has no objection to the sale of
		the Ship (permission for sale) to the Buyers (ii) tax clearance of the Vessel
		and of the Sellers with regard to taxes and dues towards Panama
		authorities.
	 

	 
		c) Certificate of Ownership and Encumbrances
		confirming that the Ship is owned by the selling company and is free from any
		registered encumbrances dated the day of closing.
	 

	 
		d) Original of Written Undertaking from the
		Mortgagee Bank to file a recordable original discharge of its mortgage with the
		Panamanian Consul of Piraeus upon the Buyers’ tabling Release Letter(s)
		for the purchase funds.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  7.
				

			 	
				
				  Original Class Maintenance
				  Certificate issued by the Ship’s Classification Society confirming that
				  the Ship maintains her Class without outstanding recommendations. This
				  certificate to be issued on date of tender of Notice of Readiness for delivery
				  and in any event after completion of underwater inspection.
				

			 

 

	 
			
				
				  8.
				

			 	
				
				  Copy of Certificate of Registry of
				  the Ship to be supplied to the Buyers soonest from date of execution to the MOA
				  by both parties whilst unexpired Certificates of Registry, Safety Equipment,
				  Safety Construction, Safety Radio, Loadline, International Tonnage. I.O.P.P.
				  and all other relevant Ship’s certificates shall be supplied to the Buyers
				  at least ten (10) banking days prior to closing.
				

			 

 

	 
			
				
				  9.
				

			 	
				
				  a) 
				

			 	
				
				  Copy of irrevocable instructions of
				  the Sellers agent addressed to Sellers’ Panamanian lawyers (authorised
				  representatives in Panama) to proceed immediately with filing of Application
				  for Deletion Certificate of the Ship on date and time of delivery of the Ship
				  to the Buyers and to provide Buyers with copy by fax of the said Deletion
				  Certificate as soon as same is available. Original to follow
				  thereafter. 
				

			 
	 	
				

				
				  b)
				

			 	Copy of letter of acceptance of above
				instructions from Panama lawyers concerned to the Buyers.

  

	 
			
				
				  10.
				

			 	
				
				  Letter of Undertaking from the
				  Sellers that the Sellers will provide Buyers original of Deletion Certificate
				  relating to the Ship issued by Panamanian Ship Registry within thirty (30)
				  calendar days from the date of delivery of the Ship
				

			 

 

	 
			
				
				  11.
				

			 	
				
				  Non blacklisting written statements
				  from the Sellers and the Sellers’ Agents that to the best of Owners’
				  knowledge the Ship at the time of delivery is not blacklisted by any country,
				  union or organisation worldwide and has not traded in Israel.
				

			 

 

	 
			
				
				  12.
				

			 	
				
				  Commercial Invoice in
				  duplicate.
				

			 

 

	 
			
				
				  13.
				

			 	
				
				  Statement of remaining unused
				  lubricating oils on board on delivery together with copies of relevant
				  supporting invoices.
				

			 

 

	 
			
				
				  14.
				

			 	
				
				  Copy of Notice of Readiness of the
				  Ship for delivery
				

			 

 

	 
			
				
				  15.
				

			 	
				
				  a) Protocol of Delivery and
				  Acceptance for documentary closing to be signed by Sellers’ and Buyers
				  representatives at the place of documentary closing and
				

			 

 

	 
		b) copy of Protocol of Physical Delivery and
		Acceptance for Physical Delivery to be signed by both parties at the place at
		physical delivery. Such copy of Protocol of Physical Delivery and Acceptance to
		be sent by fax to the lawyers of the Buyers. DEVERAKIS LAW OFFICE at (30210)
		6140267 upon completion of the physical delivery of the vessel by Buyers’
		representative.
	 

	 
			
				
				  16.
				

			 	
				
				  Earliest possible but not later than
				  three (3) working days before tendering Notice of Readiness the Sellers to
				  instruct and authorise the Classification Society of the Ship to confirm to
				  Maltese Ship registry that the ship is in class, quoting expiry dates of all
				  her class certificates.
				

			 

 

	 
			
				
				  17.
				

			 	
				
				  Seller’s Confirmation in
				  writing that to the best of Sellers’ knowledge the Ship has not touched
				  bottom since the date of the underwater inspection. In case Buyers do not
				  carry
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		out underwater inspection Seller’s
		shall confirm in writing that to the best of Sellers’ knowledge the Ship
		has not touched bottom since the date her last drydock
	 

	 
		Latest, one (1) working day after the date
		of tendering notice of Readiness the Sellers to provide the Buyers with full
		set of specimen copies of above listed delivery documents.
	 

	 
			
				
				  B.
				

			 	
				
				  Buyers will provide Sellers with
				  following documents in English:
				

			 

 

	 
			
				
				  1.
				

			 	
				
				  Resolutions of the Sole Director of
				  the Buyer Company authorizing purchase of the Ship as per MOA from the Sellers.
				  This document to be notarially attested and legalized by Apostille.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  Power of Attorney authorising a
				  number of individuals to act on behalf of the Buyers and represent them in all
				  matters relating to the purchase of the ship, including release of the purchase
				  money, signing protocol of delivery and acceptance and attending all relevant
				  matters. This document to be notarially attested and legalized by
				  Apostilie.
				

			 

 

	 
			
				
				  3.
				

			 	
				
				  Original of Goodstanding Certificate
				  of the Buying Company.
				

			 

 

	 
		 
	 

	 
			
				
				  For and on behalf of

				  Nemea Shipping Company S.A.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  For and on behalf of

				  Cardiff Marine Inc.
				

			 
	
				
				  
 /s/ Michael Gregos
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /s/ Illegible
				

			 
	
				
				  Name: Michael Gregos
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Illegible
				

			 
	
				
				  Title: Attorney-In-Fact
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Attorney-In-Fact