MEMORANDUM OF
				  AGREEMENT
				

			 	
				
				   
				

			 	

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

			 
	
				
				  Dated: 7th February 2007
				

			 	
				
				   
				

			 	

				
				  Code-name
 SALEFORM 1993
				

				
				  Revised 1966, 1983 and
				  1986/87.
				

			 

 

	 
		 
	 

	 
		MARCO POLO SEATRADE B.V.
		– Amsterdam / The Netherlands
	 

	 
		hereinafter called the Sellers,
		have agreed to sell, and 
	 

	 
		A company to be named and
		guaranteed by Cardiff Marine Inc. of Monrovia, Liberia.
	 

	 
		hereinafter called the Buyers,
		have agreed to buy the
	 

	 
		Name: m/v “RIALTO”
	 

	 
		 
	 

	 
			
				
				  Classification
				  Society/Class:
				

			 	
				
				  NKK / NS*
				  (BULK CARRIER, Strengthened for Heavy Cargoes Nos. 2,4 & 6 Holds may be
				  empty) (ESP), MNS*
				

			 
	 	 
	
				
				  Built: 1996
				

			 	
				
				  By: Sanoyas Hishino Melsho Corp.,
				  Mizushima
				

			 
	 	 
	
				
				  Flag: Liberian
				

			 	
				
				  Place of Registration:
				  Monrovia,
				  Liberia
				

			 
	 	 
	
				
				  Call sign: ELSV3
				

			 	
				
				  Gt/Nt: 36,559 / 23,279
				

			 
	 	 
	
				
				  Imo Number:
				  9109483
				

			 	
				
				   
				

			 

 

	 
		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:
				

			 	
				
				  U.S.A. Dollars
				  41.250.000.- (Forty One million, Two Hundred and Fifty Thousand USA Dollars)
				  cash.
				

			 

 

	 
			
				
				  2.
				

			 	
				
				  Deposit
				

			 

 

	 
		As security for the correct
		fulfillment of this Agreement the Buyers shall pay a deposit of 10% (ten
		percent) of the Purchase Price within 3 (three)
		banking days counting
		from the day Buyers have lifted their Board of Directors subject.
	 

	 
		This deposit shall be placed in
		an interest bearing account with Royal Bank of Scotland Plc,
		Shipping Business
		Centre, 5-10 Great Tower Street, London EC3P 3HX.
	 

	 
		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 said Purchase Price shall
		be paid cash,
		In full free of bank
		charges and without
		deductions to
		Sellers’ nominated bank, 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 the terms and conditions of this Agreement and
		Notice of Readiness has been given in accordance with Clause 5.
	 

	 
		The balance 90 % (ninety
		percent) of the purchase price, together with the cost of lubricating oils and
		any extras as agreed, shall be paid into the the Buyers’ account or into
		the Buyers’ financing bank account at Sellers’ nominated bank, 3
		(three) banking days prior to expected time of physical delivery and closing as
		per the Notice of Readiness, tendered by The Sellers to the Buyers according to
		clause 5 of the MOA.
	 

	 
		Both the 10% (ten percent)
		deposit and 90% (ninety percent) of the balance price plus the cost of
		lubricating oils plus any extras, as agreed, in the MOA to be released to the
		Sellers’ nominated account at the date and time of delivery in exchange
		for the documents as agreed in the MOA and a fax signed or original signed
		Protocol of Delivery and Acceptance signed by the Sellers’ and
		Buyers’ nominated authorised person (s).
	 

	 
		Closing to take place at
		Sellers’ designated office or bank, at any time of day or night, which to
		be nominated by Sellers in due time.
	 

	 
			
				
				  4
				

			 	
				
				  Inspections
				

			 

 

	 
			
				
				  a)*
				

			 	
				
				  The Buyers have
				  waived their right to inspect the vessel and her class records including
				  underwater inspection before concluding this deal and have accepted the ship.
				  The deal is now definite and outright subject only to the terms and conditions
				  of this MOA. Buyers are, however, allowed by Sellers to inspect the records of
				  the vessel and the vessel at any time before delivery upon request of the
				  Buyers, but such inspections not to constitute a subject. Ship’s physical
				  inspection will be allowed by Sellers provided practicable and feasible and
				  costs and loss of time, if any, incurred by Sellers due to above inspections
				  will be for Buyers’ account.
				

			 

 

	 
		The Buyers have
		inspected and accepted the Vessel’s classification records. 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 Seller shall
		provide for inspections 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
		leg 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 estimated time and place of delivery
				  and shall provide the Buyers with
				  30/20/15/10/7/5 days approximate as possible (depending how soon Buyers
				  lift subject) and 3/1 days definite notice of the vessel’s
				  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 free of cargo, safely afloat, at a safe port, safe
				  accessible berth or anchorage at any convenient port Worldwide in
				  Sellers’ option.
				

			 

 

	 
		Expected time of delivery:
		Between 30th
		April 2007 and 15th June
		2007, in Sellers’ option. 
	 

	 
		Date of cancelling (see Clauses
		5 c), 6 b) (iii) and 14): 15thJune 2007, in Buyers’
		option.
	 

	 
			
				
				  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 – See also clause
				  17
				

			 

 

	 
			
				
				  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.  See clause
				  17.
				

			 

 

	 
		(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 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.
				  – See also clause 18
				

			 

 

	 
		The Sellers shall deliver the
		Vessel to the Buyers with everything belonging to her on board, on order

	 

	 
		 
	 

	 
		 
	 




	 
	 

	 

	 
		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
		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 communications 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): See clause
		18.
	 

	 
		The Buyers-shall take
		over the remaining-bunkers and unused lubricating oils In storage tanks and
		sealed drums and pay the current net market, price (excluding barging -expenses)
		at the port and data of delivery of the Vessel See
		clause 18.
	 

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

	 
			
				
				  8.
				

			 	
				
				  Documentation –
				  See clause 19
				

			 

 

	 
		The place of
		closing: Sellers’ designated office or bank at any time of day or night to
		be nominated by Sellers 10 days before actual delivery.
	 

	 
		In exchange for payment of the
		Purchase Price the Sellers shall furnish the Buyers and Buyers shall furnish
		the Sellers with delivery documents namely:
		See Addendum no. 1 (See
		also clause 19).
	 

	 
			
				
				  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.
				

			 

 

	 
			
				
				  e)
				

			 	
				
				  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 Vessels log books but the Buyers to have the right to take copies of
		same from date of signing this MOA to the date of delivery provided period
		does not exceed three months. Buyers may also take photocopies of the Oil
		Record Book and SOPEP. Any and all documents between Sellers and Buyers to be
		in the English language except any original plans or technical data on board
		not in the English language to be accepted. As per line 202 the Sellers will
		retain Original Certificate of Registry, Original Liberian Radio Station
		Licence, Original Liberian CLC Certificate for deletion of vessel from flag and
		Original SMC Certificate. Continuous Synopsis Record to be deal with as per
		existing rules.
	 

	 
			
				
				  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 Vessels 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 for a period of 3 (three) months from the
		time of delivery.
	 

	 
		“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 fall 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 fall 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’
				  representative
				

			 

 

	 
		After this Agreement has
		been signed by both parties and the deposit has been lodged and anyhow not
		earlier than 30 (thirty) days before expected delivery, the Buyers have the
		right to place one representative on board the Vessel at their sole risk and
		expense at first convenient port.
	 

	 
		This representative is on
		board for the purpose of familiarisation and in the capacity of observer only,
		and he shall not interfere in any respect with the operation of the Vessel. The
		Buyers’ representative shall sign the Sellers’ letter of indemnity
		prior to his embarkation.
	 

	 
			
				
				  16.
				

			 	
				
				  Arbitration –
				  See clause 20
				

			 

 

	 
			
				
				  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 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 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
				  Arbitratiors, 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.
				

			 

 

	 
		Clauses 17 to 22 both
		inclusive as attached hereto, are to be included in this Memorandum of
		Agreement. This contract is drawn up and signed in two (2) Originals of the
		same tenor and date.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  THE
				  SELLERS:
				

			 	
				
				  THE
				  BUYERS:
				

			 

 

	 
		Appendix to Memorandum of
		Agreement Code – Name SALEFORM 1993
	 

	 
		Dated 7th February 2007
		M/T “RIALTO”
	 

	 
		Clause 17
	 

	 
		No dry-docking clause.
	 

	 
		Buyers have the right to
		perform an underwater inspection before delivery as per clause 6 (b) and (c) of
		NSF 93 except that in the event the delivery port will not prove to be suitable
		for an underwater inspection, Buyers to be allowed to perform such underwater
		inspection at any convenient en-route port before the delivery port at
		Buyers’ time, cost and expenses. In case the vessel is excessively delayed
		due to voyage and no suitable port available for underwater inspection. Buyers
		have the option to accept the vessel without underwater inspection. On delivery
		Sellers to provide Buyers with a letter stating that to the best of their
		knowledge the vessel’s underwater parts have not suffered any damage from
		time underwater inspection has taken place till delivery of the vessel.
	 

	 
		Clause 18
	 

	 
		The sale to include everything
		belonging to the vessel onboard, on order and ashore as per cl. 7 of NSF 93. Sellers advise no spore propeller
		and no spare tailshaft are available. Excluded from the sale are
		master/officers/crew personal effects, slop chest, sellers’ hired items
		including but not limited to Freon, oxygen and acetylene bottles, company log
		books and stationary forms and records, all certificates of insurances and
		financial responsibities, mortgage documents, company manuals and company
		technical library of books and videos, digital camera (if any), computer
		licensed software except those required for the loading/discharging
		computer.
	 

	 
		A tripartite bunker survey
		between Sellers, Buyers and Charterers to be carried out and signed by all
		three parties.
	 

	 
		Such bunker survey,
		incorporating the relevant prices, shall be signed without actual remittance.
		Charterers to accept the same quantity and price for delivery into the t/c.
		Quantities and prices on redelivery to be handled as per c/p. Furthermore,
		Buyers to take over and pay for unused luboils in storage tanks and sealed
		drums only, as per the latest supplier’s cataloged price less 30% discount
		. The payment under this clause shall be made at the same time and place and in
		the same currency as the purchase price.
	 

	 
		Clause 19
	 

	 
		In exchange for payment of the
		purchase price the sellers shall furnish the Buyers with delivery
		documents.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		A list of such delivery
		documents to be discussed and drawn up as an
		addendum to the MOA within
		a week after the deposit has been lodged. Similarly, Sellers will require a
		number of document from Buyers that shall be listed in the same addendum. At
		the time of delivery the Sellers shall hand to the Buyers the classification
		certificate (s) (except those which must be compulsorily returned back to
		class) as well as all plans, manuals etc which are onboard of the vessel. Other certificates which are
		onboard 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, manuals, drawings, plans etc pertaining to the
		vessel, in the sellers possession shall be forwarded to the buyers at
		Buyers’ cost.
	 

	 
		Clause 20
	 

	 
		Arbitration in London and
		English law to apply.
	 

	 
		Arbitration clause of NSF 93 is
		deleted and to read instead as follows:
	 

	 
		This M.O.A. shall be governed
		by and construed in accordance with English law and any dispute arising out of
		or in connection with this moa shall referred to arbitration in London in accordance with the
		arbitration act 1996 or any statutory modification or re-enactment thereof
		save to the extent necessary to give
		effect to the provisions of this clause.
	 

	 
		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.
	 

	 
		The reference shall be to three
		arbitrators. A party wishing to refer a dispute to arbitration shall appoint
		its arbitrator and send notice of such appointment in writing to the other
		party requiring the other party to appoint its own arbitrator within 14
		calendar days of that notice and stating that it will appoint its arbitrator
		as sole arbitrator unless the other party
		appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does
		not appoint its own arbitrator and give notice that it has done so within the
		14 days specified, the party referring a dispute to arbitration may, without
		the requirement of any further prior notice to the other party, appoint its
		arbitrator as sole arbitrator and shall advise the other party accordingly. The
		award of
		a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.
	 

	 
		Nothing herein shall prevent
		the parties agreeing in writing to vary these provisions to provide for the
		appointment of a sole arbitrator.
	 

	 
		Clause 21
	 

	 
		Delivery is to include, minimum
		36 months maximum 40 months in Charterers’ option, timecharter back to
		Sellers, Magellano Marine C.V,
		as economic owners of
		Marco Polo Seatrade B.V.(Sellers) or to Sellers’ nominated company at the
		charter rate of Usd 23.000/day (Twenty
	 

	 
		 
	 

	 
		 
	 




	 
	 

	 

	 
		three thousand USA dollars per
		day all inclusive). Charterers have the right to relet the vessel throughout
		the entire charter period. The charter-party to be mutually agreed and issued
		simultaneously with the MOA
		and to be signed by both
		parties together with the MOA, before 10 pct deposit of the purchase price has
		been lodged. The charter-party is only subject to Buyers’ subject lifting
		under the MOA otherwise no other subjects are in place by Charterers and
		Owners.
	 

	 
		Sellers will provide
		performance guarantee from a known entity of the Sellers’ group of
		company. The Charter Party to be agreed is on basis of the current Charter
		Party which the
	 

	 
 
 
 
 

	 
		vessel is currently employed
		before the sale, with logical and minor adjustments as required by the Buyers.
	 

	 
		Clause 22
	 

	 
		This deal is subject to Buyers
		B.O.D. approval, which to be lifted within 27th April 2007.
	 

	 
		 
	 

	 
			
				
				  THE
				  SELLERS:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  THE
				  BUYERS
				

			 
	
				
				  
 Marco Polo Seatrade B.V.
				

			 	
				
				   
				

			 	
				
				   

				

			 	
				
				  
				

			 
	
				
				  By: ATC
				  Management B.V.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   /s/
				  Illegible
				

			 
				By: Illegible
	
				
				   /s/ B. Arendsen
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				  Attorney-In-Fact
				

			 
	
				
				  B.
				  Arendsen
 Proxyholder A
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 
 			
	
				
				   /s/ A.G.M. Nagelmaker
				

			 			
	A.G.M. Nagelmaker			
	Managing Director