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 March 2007 
				

			 	
				
				   
				

			 	

				
				  Code-name
 SALEFORM 1993
				

				
				  Revised 1966, 1983 and
				  1986/87.
 
				

			 

 

	 
		Messrs. “D’Amato
		Di Navigazione S.p.A.” of Naples, Italy hereinafter called the Sellers, have agreed to sell, and
		Messrs. “Cardiff
		Marine Inc.” of Monrovia, Liberia having their Greek domicile at 80,
		Kifissias Avenue, Marousi, Athens, Greece (part of Drybulk/Economou Group) or
		their Nominee which to be nominated latest within deposit lodgement as per
		clause 2 hereunder and whose performance to be unconditionally guaranteed by
		Messrs. “Cardiff Marine Inc.” 
 hereinafter called the Buyers, have agreed to
		buy 
	 

	 
		Name: m/v “GIANFRANCA
		D’AMATO”
	 

	 
		Classification Society/Class:
		RINA 100 - A -
		1.1
	 

	 
		 
	 

	 
			
				
				  Built: May 2000
				

			 	
				
				  By:
				  Hudong Shipyard, Shanghai, People Republic of China
				

			 
	
				
				  Flag: Italy
				

			 	
				
				  Place of Registration:
				  Naples
				

			 
	
				
				  Call Sign:
				  IBKH
				

			 	
				
				  Grt/Nrt:
				  40562/26139
				

			 

 

	 
		Register Number:
		9211585 (IMO
		No.)
	 

	 
		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
				  46,500,000.- (Forty Six Million Five Hundred Thousand USA Dollars)
				

			 

 

	 
			
				
				  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 3 (three) banking days after Buyers’ lifting of their Board
		of Directors approval subject (as per clause 17 hereunder) from the date of this
		Agreement. This
		deposit shall be placed with Sellers’ bank Deutsche Shiffsbank, Bremen
		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 in full free of bank charges to Sellers’ nominated bank account at Deutsche
		Shiffsbank, Bremen
	 

	 
	 
		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.
	 

	 
			
				
				  4.
				

			 	
				
				  Inspections
				  (See clause 18
				  hereunder)
				

			 

 

	 
			
				
				  a)*
				

			 	
				
				  The Buyers have
				  inspected and accepted the Vessel’s classification records. The
				  Buyers
				

			 

 

	 
		This document is a computer
		generated SALEFORM 1993 form printed by authority of the Norwegian
		Shipbrokers’ Association. Any insertion or deletion to the form must be
		clearly visible in the event of any modification made to the pre-printed text
		of this document which is not clearly visible, the text of the original
		approved document shall apply. BIMCO and the Norwegian Shipbrokers’
		Association assume no responsibility for any loss, damage or expense as a
		result of discrepancies between the original approved document and this
		computer generated document.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			 	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, 20,15,10,
				  and 5/3/2/1 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 with a Time Charter back to Sellers as per clause 19 hereunder
				  at/in a
				  world wide port
				

				
				  in the Sellers’
				  option.
				

			 

 

	 
		Expected time of delivery:
		Between 15th May
		2007 and 15th August 2007 
	 

	 
		Date of cancelling (see
		Clauses 5 c), 6 b) (iii) and 14): 16th August 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.
				

			 	
				
				  Dry docking/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
				

			 

 

	 
		This document is a computer
		generated SALEFORM 1993 form printed by authority of the Norwegian
		Shipbrokers’ Association. Any insertion or deletion to the form must be
		clearly visible. In the event of any modification made to the pre-printed text
		of this document which is not clearly visible, the text of the original
		approved document shall apply. BIMCO and the Norwegian Shipbrokers’
		Association assume no responsibility for any loss, damage or expense as a
		result of discrepancies between the original approved document and this
		computer generated document.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			 	
				
				  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 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
	 

	 
		This document is a computer
		generated SALEFORM 1993 form printed by authority of the Norwegian
		Shipbrokers’ Association. Any insertion or deletion to the form
		must be clearly visible. In the event of any modification made to the
		pre-printed text of this document which is not clearly visible, the text of the
		original approved document shall apply. BIMCO and the Norwegian
		Shipbrokers’ Association assume no responsibility for any loss, damage or
		expense as a result of discrepancies between the original approved document and
		this computer generated document.
	 

	 
		 
	 



	 
	 

	 

	 
		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, 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, 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 hired items such as rented video
		cd’s for security training and Oxigen/Acetylene/Freon 22/Nitrogen
		bottles/bombles. the
		following additional items (including items on hire):
	 

	 
		The Buyers shall take over the
		remaining bunkers and
		 unused lubricating
		oils in storage tanks and sealed drums and pay the current net market last price actually paid by the Sellers or
		the previous Owners of the Vessel (excluding barging expenses) as per relevant
		invoices which to be provided for by Sellers prior to delivery.
		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:
		In Sellers’ option
	 

	 
		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 Malta
				  (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
				  (i.e. the so-called “Estratto di Matricola”).
				

			 

 

	 
			
				
				  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
				

			 

 

	 
		This document is a computer
		generated SALEFORM 1993 form printed by authority of the Norwegian
		Shipbrokers’ Association. Any insertion or deletion to the form
		must be clearly visible. In the event of any modification made to the
		pre-printed text of this document which is not clearly visible, the text of the
		original approved document shall apply. BIMCO and the Norwegian
		Shipbrokers’ Association assume no responsibility for any loss, damage or
		expense as a result of discrepancies between the original approved document and
		this computer generated document.
	 

	 
		 
	 




	 
	 


	 
	 
		documents as soon as possible
		after the date of this Agreement.
	 

	 
		At time of closing, the Buyers
		shall furnish the Sellers with those customary documents that the Sellers may
		reasonably require.
	 

	 
		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 is where is”
		as she was at
		the time of inspection,
		fair wear and tear
		excepted.
	 

	 
		However, the Vessel shall be
		delivered with her Rina 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 customary for a
		trading panamax bulk carrier that the Vessel has got on board at the time of
		this Agreement d
		at the time of inspection, valid
		and unextended without condition/recommendation* by Class or the relevant
		authorities for a period of 3 (three) months after the time and date of
		at 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
				

			 

 

	 
		This document is a
		computer generated SALEFORM 1993 form printed by authority of the Norwegian
		Shipbrokers’ Association. Any insertion or deletion to the form must be
		clearly visible. In the event of any modification made to the pre-printed text
		of this document which is not clearly visible, the text of the original
		approved document shall apply. BIMCO and the Norwegian Shipbrokers’
		Association assume no responsibility for any loss, damage or expense as a
		result of discrepancies between the original approved document and this
		computer generated document.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		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 suitable place, however not earlier than 30 days prior
		to the expected delivery date. on or about
	 

	 
		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 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. Arbitration in accordance with LMAA rules.
				

			 

 

	 
			
				
				  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. Now 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.
				

			 

 

	 
			
				
				  17.
				

			 	
				
				  Buyers’
				  B.O.D. subject
				

			 

 

	 
		This Agreement is subject to
		Buyers’ Board of Directors approval of the deal that is to be declared
		latest within 27th April 2007.
	 

	 
			
				
				  18.
				

			 	
				
				  Outright
				  Agreement
				

			 

 

	 
		
	 

	 
		The Buyers have waived their
		right to inspect the Vessel and her Classification records and have accepted
		same as they are therefore if / once Buyers’ approval subject, as per
		Clause 17 herein, is lifted the sale is definite and outright, subject only to
		the terms and conditions of this Agreement.
	 

	 
		This document is a computer
		generated SALEFORM 1993 form printed by authority of the Norwegian
		Shipbrokers’ Association. Any insertion or deletion to the form must be
		clearly visible. In the event of any modification made to the pre-printed text
		of this document which is not clearly visible, the text of the original
		approved document shall apply. BIMCO and the Norwegian Shipbrokers’
		Association assume no responsibility for any loss, damage or expense as a
		result of discrepancies between the original approved document and this
		computer generated document.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  19.
				

			 	
				
				  Time Charter
				  back to Sellers
				

			 

 

	 
		The Sellers and the Buyers have
		agreed that concurrently with Vessel’s delivery under this Agreement the
		Vessel will be delivered by the Buyers, as New Owners, back to the Sellers, as
		Charterers, for a Time Charter period of minimum 38 (thirtyeight) months /
		maximum 45 (fortyfive) months. All terms and conditions of such Time Charter
		will be governed by the attached Charter Party dated 7th March
		2007.
	 

	 
			
				
				  20.
				

			 	
				
				  Bunkers
				

			 

 

	 
		In view of the attached Time
		Charter back to the Sellers as per clause 19 herein, it is agreed that the
		Buyers will not have to pay for the remaining bunkers on board at time of
		delivery under this Agreement, as same will remain property of the Sellers, in
		quality of Charterers, or of their Sub-Charterers for the currency of the said
		Time Charter.
	 

	 
		In any case a bunker survey
		will be jointly carried out at port of delivery and resulting figures will be
		also used as reference for bunkers on delivery figures under the attached Time
		Charter.
	 

	 
			
				
				  21.
				

			 	
				
				  Confidentiality
				

			 

 

	 
		The terms and conditions of
		this Agreement are to be kept private and confidential.
	 

	 
		 
	 

	 
			 	 	
				
				  Signed
				  by
				

			 		
	
				
				   
				

			 	
				
				  The
				  Sellers
				

			 	
				
				   
				

			 		
				
				  The
				  Buyers
				

			 
	
				
				   
				

			 	
				
				  
 /s/ Michele
				  D’amato
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /s/
				  Illegible
				

			 
	
				
				  Name: 
				

			 	
				
				  MICHELE
				  D’AMATO
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Illegible
				

			 
	
				
				  Title: 
				

			 	
				
				  PRESIDENT OF
				  D’AMATO 
 BI
				  NAVIGAZIONE S.P.A.
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  Attorney-In-Fact.
				

				
				   
				

			 

 

	 
		 
	 

	 
		This document is a computer generated
		SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’
		Association. Any insertion or deletion to the form must be clearly visible. In
		the event of any modification made to the pre-printed text of this document
		which is not clearly visible, the text of the original approved document shall
		apply. BIMCO and the Norwegian Shipbrokers’ Association assume no
		responsibility for any loss, damage or expense as a result of discrepancies
		between the original approved document and this computer generated
		document.