INTERIM MANAGEMENT AGREEMENT
	 

	 
		(the “Agreement”)
	 

	 
		

	 

	 
		between
	 

	 
		

	 

	 
		OCEANFREIGHT INC.
	 

	 
		of Majuro, Marshall Islands, lawfully represented (hereinafter sometimes
	 

	 
		the Owner)
	 

	 
		

	 

	 
		and
	 

	 
		

	 

	 
		Cardiff Marine Inc.
	 

	 
		of Monrovia, Liberia, lawfully represented (hereinafter sometimes
	 

	 
		the Interim Manager)
	 

	 
		

	 

	 
		

	 

	 
		Whereas the Owner shall be engaged through subsidiaries in the ownership
		and operation of cargo vessels trading worldwide estimated to commence in April
		2007.
	 

	 
		

	 

	 
		Whereas the Owner is pursuing a process of an Initial Public Offering
		(IPO) and listing of its common shares on the Nasdaq Global Market.
	 

	 
		

	 

	 
		Whereas the Owner will require interim management services in connection
		with the delivery and operation of the Owner’s initial fleet of up to
		seven (7) drybulk carriers (each a “Vessel” and collectively, the
		“Vessels”) to be purchased by respective wholly owned subsidiaries of
		the Owner.
	 

	 
		

	 

	 
		Whereas the Interim Manager has established a reputation and a record as
		a provider of safe and efficient shipmanagement services.
	 

	 
		

	 

	 
		Whereas the Owner and the Interim Manager desire to enter into an interim
		management agreement on the terms and conditions provided herein.
	 

	 
		

	 

	 
		IT IS HEREBY AGREED THAT
	 

	 
		

	 

	 
		1.
	 

	 
		Interim Management Fee.  Owner shall provide an advance
		payment of U.S. Dollars Two Hundred Thousand ($200,000) on the date of the
		closing of the Owner’s initial public offering of common shares in
		consideration of interim management services performed hereunder.  
	 

	 
		

	 

	 
		2.
	 

	 
		Interim Management Services.  As may be requested the Interim
		Manager shall assist the Owner to take delivery of the Vessels and commence
		operation of the Vessels during the term of this Agreement.  In
		furtherance thereof, the Interim Manager shall perform the following services:
	 

	 
		

	 

	 
		
 

	 

	 
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		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		a)
	 

	 
		PURCHASE AND SALE OF VESSELS
	 

	 
		

	 

	 
		The Interim Manager shall identify vessels for purchase, perform class
		records review and physical inspection and make recommendations to the Owner as
		to whether any vessel should be purchased.  Reasonable costs incurred by
		the Interim Manager for inspection of such Vessels for possible purchase shall
		be fully reimbursed by the Owner against presentation of receipts or other
		evidence of payment reasonably acceptable to the Owner.
	 

	 
		

	 

	 
		After approval has been granted by the Owner for the purchase of an
		identified vessel, the Interim Manager shall on behalf of the Owner proceed to
		purchase same under the best possible terms and conditions in accordance with
		industry standards on terms of purchase which have been agreed or are to be
		agreed by the Owner.  For the avoidance of doubt, the Interim Manager
		shall designate the Owner or its wholly-owned subsidiary as the nominee of the
		buyer under the respective Memorandum of Agreement.
	 

	 
		

	 

	 
		The Interim Manager shall also sell vessel(s) on behalf of the Owner at
		its request.  The Interim Manager shall proceed to market the vessel for
		sale, solicit offers, negotiate the sale of any of the Owner’s vessels
		under the best possible terms and conditions in accordance with industry
		standards and arrange the sale of same on terms agreed by the Owner.
	 

	 
		

	 

	 
		The Interim Manager in conjunction with the respective Technical Manager
		shall perform all functions necessary to enable the Owner to physically deliver
		any of the Owner’s vessels to her contractual buyer.
	 

	 
		

	 

	 
		b)
	 

	 
		TAKING DELIVERY OF VESSELS
	 

	 
		

	 

	 
		The Interim Manager in conjunction with the respective Technical Manager
		shall perform class records review and physical inspection and make
		recommendations to the Owner as to the condition of the Vessels.
	 

	 
		

	 

	 
		The Interim Manager in conjunction with the respective Technical Manager
		shall perform all functions necessary to allow the Owner to take physical
		delivery of the Vessels and proceed with commercially managing same.
	 

	 
		

	 

	 
		c)
	 

	 
		CHARTERS
	 

	 
		

	 

	 
		The Interim Manager shall seek and negotiate employment for each Vessel
		under voyage or period charter or under any other form of contract and approve,
		conclude and execute any such contract only upon receipt of written
		instructions from the Owner.
	 

	 
		

	 

	 
		
 

	 

	 
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		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		The Interim Manager will use due diligence to ensure that the Vessels
		will be employed between safe ports, safe anchorages and safe berths, so far as
		this can be established by exercising due diligence.
	 

	 
		

	 

	 
		The Interim Manager shall arrange the scheduling of the Vessels according
		to the terms of the Vessels’ employment.
	 

	 
		

	 

	 
		The Interim Manager shall carry out all necessary communications with
		shippers, charterers and others involved with their receiving and handling of
		the Vessels at the loading and discharging ports, including notices required
		under the terms of the Vessels’ employment.
	 

	 
		

	 

	 
		The Interim Manager shall on behalf of and in the name of the Owner issue
		or cause to be issued to shippers customary bills of lading or other documents
		required under the terms of the Vessels’ employment.
	 

	 
		

	 

	 
		The Owner authorizes the Interim Manager to permit cargo discharge in
		accordance with Letter of Indemnities issued, or invocation of same, and signed
		by the charterers and/or bank, working as per Owner's P&I club.
	 

	 
		

	 

	 
		The Interim Manager shall invoice on behalf of the Owner all freights and
		other sums due to the Owner and accounts receivables arising from the operation
		of the Vessels. To give receipts therefore, to make any and all claims for
		monies due to the Owner and to issue releases upon receipt of payment of such
		claims and in connection with the settlement of such claims.
	 

	 
		

	 

	 
		The Interim Manager shall furnish the Master of the Vessels appropriate
		voyage instructions and monitor voyage performance. The Interim Manager shall
		use its best efforts to achieve the most economical, efficient and quick
		dispatch of the Vessels between ports and at ports and terminals.
	 

	 
		

	 

	 
		With prior written consent of the Owner, the Interim Manager shall
		institute, defend, intervene in, settle, compromise or abandon any legal
		proceedings by or against the Owner or by or against any Vessel or which in any
		way concerns any Vessel, its respective freight, earnings and disbursements or
		concerning the crews and officers on board the Vessel and for the purposes of
		this clause the expression "Legal proceedings" shall include arbitration,
		civil, regulatory and criminal proceedings of all kinds. The handling of all
		such claims and legal matters shall always be consistent with the instructions
		and requirements of the Vessels' P&I club, Hull Underwriters, or other
		insurers.
	 

	 
		

	 

	 
		

	 

	 
		
 

	 

	 
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		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		d)
	 

	 
		POST FIXTURE
	 

	 
		

	 

	 
		If required the Interim Manager shall provide Owner the following
		services:
	 

	 
		

	 

	 
		Appoint and negotiate fees for vessel husbandry agents at ports when
		necessary.
	 

	 
		

	 

	 
		Negotiate, arrange and stem fuel requirements as required for intended
		trading.
	 

	 
		

	 

	 
		Arranging berths or anchorages.
	 

	 
		

	 

	 
		Arranging for entry and clearance of the Vessels and all other services
		relating to the Vessels’ movements in port, including tugs and pilots.
	 

	 
		

	 

	 
		Preparing laytime statements and or hire statements including obtaining
		port documents and expense supports necessary for such calculation.
	 

	 
		

	 

	 
		e)
	 

	 
		BUNKER SERVICES
	 

	 
		

	 

	 
		If required the Interim Manager shall arrange for the provision of bunker
		fuel of the quality agreed with the Owner as required for the Vessel’s
		trade.
	 

	 
		

	 

	 
		The Interim Manager shall be entitled to order bunker fuel through such
		brokers or suppliers as the Interim Manager deem appropriate unless the Owner
		instructs the Interim Manager to utilise a particular supplier which the
		Interim Manager will be obliged to do provided that the Owner has made prior
		credit arrangements with such supplier. The Owner shall comply with the terms
		of any credit arrangements made by the Interim Manager on their behalf.
	 

	 
		

	 

	 
		The Interim Manager shall not in any circumstances have any liability for
		any bunkers which do not meet the required specification in the absence of
		gross negligence or wilful misconduct. The Interim Manager will, however, take
		such action, on behalf of the Owner, against the supplier of the bunkers, as is
		agreed with the Owner.
	 

	 
		

	 

	 
		f)
	 

	 
		INSURANCES
	 

	 
		

	 

	 
		The Interim Manager shall arrange such insurances as the Owner shall have
		instructed or agreed, in particular as regards insured values, deductibles and
		franchises.
	 

	 
		

	 

	 
		All insurance policies shall be in the joint names of Owner and Interim
		Manager as their interests may appear provided that, unless the Interim Manager
		gives express prior consent, no liability to pay
	 

	 
		
 

	 

	 
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		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		premiums or P&I calls shall be imposed on the Interim Manager,
		notwithstanding the restrictions on P&I cover which would thereby result.
		The Owner shall ensure that the Interim Manager be named as co-assured in all
		insurance policies even where the insurance cover is placed by others on the
		Owner’s behalf and not by the Interim Manager.
	 

	 
		

	 

	 
		The Interim Manager shall arrange for banking accounts in the name of the
		Owner and make remittances as directed by the Owner.
	 

	 
		

	 

	 
		g)
	 

	 
		FINANCIAL STATEMENTS
	 

	 
		

	 

	 
		If required, the Interim Manager shall prepare and deliver to the Owner
		quarterly and annual, as applicable, financial statements, prepared in
		accordance with the United States G.A.A.P., for up to seven of the Owner’s
		wholly-owned subsidiaries.
	 

	 
		

	 

	 
		The Interim Manager shall maintain the accounts and records of up to
		seven (7) of the Owner’s wholly-owned shipowning subsidiaries and make
		them available upon request by the Owner.
	 

	 
		

	 

	 
		h)
	 

	 
		MONITORING - COORDINATION AND REPORTING
	 

	 
		

	 

	 
		The Interim Manager shall monitor and coordinate with all Technical
		Managers and report to the Owner as to performance of each Vessel provided that
		the Owner has provided authority and access to the Interim Manager on all
		matters attended by any Technical Manager and/or any other person or
		Authorities whatsoever.
	 

	 
		

	 

	 
		

	 

	 
		3.
	 

	 
		Interim Manager's Obligations
	 

	 
		

	 

	 
		The Interim Manager shall undertake to use all reasonable endeavours to
		provide the interim management services in accordance with Clause 2 hereof as
		agents for and on behalf of the Owner in accordance with sound ship management
		practices and to protect and promote the interests of the Owner in all matters
		relating to the provision of the interim management services; PROVIDED HOWEVER
		that the Interim Manager in the performance of services hereunder shall be
		entitled to have regard to its overall responsibility in relation to all
		vessels which may from time to time be entrusted to its management and in
		particular, but without prejudice to the generality of the foregoing, the
		Interim Manager shall be entitled to allocate available supplies, manpower and
		services in such manner as in the prevailing circumstances the Interim Manager
		in its reasonable discretion considers to be fair and reasonable.
	 

	 
		

	 

	 
		
 

	 

	 
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		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		4.
	 

	 
		Owner's Obligations
	 

	 
		

	 

	 
		4.1
	 

	 
		The Owner shall pay all sums due to the Interim Manager punctually in
		accordance with the terms of this Agreement.  Time shall be of the essence
		in respect of the payment of all such sums.
	 

	 
		4.2
	 

	 
		Where the Interim Manager is not providing technical management in
		accordance with Clause 3.2, the Owner, or such third party as may be appointed
		by the Owner and identified to the Interim Manager, shall be deemed to be "the
		Company" as defined by the ISM Code, assuming the responsibility for the
		operation of the Vessel and taking over the duties and responsibilities imposed
		by the ISM Code and by the ISPS Code.
	 

	 
		4.3
	 

	 
		The Owner shall procure, whether by instructing the Interim Manager under
		Clause 3.4.1 or otherwise, that throughout the period of this Agreement the
		Vessel will be insured at the Owner's expense for not less than fair market
		value or entered for full gross tonnage, as the case may be, for:
	 

	 
		(i)
	 

	 
		usual hull and machinery risks (including crew negligence) and excess
		liabilities;
	 

	 
		(ii)
	 

	 
		protection and indemnity risks (including pollution risks); and
	 

	 
		(iii)
	 

	 
		war risks (including protection and indemnity risks and crew risks) in
		accordance with the best practice of prudent owners of vessels of a similar
		type to the Vessel, with first class insurance companies underwriters or
		associations ("the Owner's Insurances").
	 

	 
		4.4
	 

	 
		The Owner shall procure that Owner's Insurances name the Interim Manager
		and any additional party designated by the Interim Manager as a joint assured
		for protection and indemnity risks (including pollution risks) and a named
		assured on all other policies, with the benefit of full cover and full waiver
		of subrogation. The Owner shall obtain cover in respect of each of the
		insurances specified in Clause 4.3 above (if reasonably obtainable) on terms
		whereby the Interim Manager and any such third party are not liable in respect
		of premiums or calls arising in connection with the Owner's Insurances and the
		Owner shall, if applicable, provide the Interim Manager with written evidence
		thereof within 30 days of the date of commencement and/or the date on which the
		Interim Manager shall notify the Owner of the appointment of any additional
		party and within 30 days of each renewal date.
	 

	 
		4.5
	 

	 
		As between the Owner and the Interim Manager, the Interim Manager shall
		not be responsible for paying any premiums or calls arising in connection with
		such insurances.  On termination of this Agreement (howsoever occasioned)
		or where the Owner makes a change in the P & I Club in which the Vessel is
		entered, the Owner shall, unless the Interim Manager shall otherwise agree, pay
		such release call as is required by the P & I Club in which the Vessel was
		entered. For the avoidance of doubt, it is agreed that the Owner shall be
		liable for all deductibles applying to any insurance policy.
	 

	 
		4.6
	 

	 
		The Owner shall deliver to the Interim Manager copies of the
		Vessel’s Certificate of Registry and copies of all of her trading and
		classification
	 

	 
		
 

	 

	 
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		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		certificates.  In addition, in the case of a new Vessel, the Owner
		shall deliver a copy of the relevant Building Contract and specification, and
		in the case of a secondhand vessel, a copy of the relevant Memorandum of
		Agreement.   The Owner shall be entitled to delete any confidential
		information (such as price) from the Building Contract or Memorandum of
		Agreement.
	 

	 
		4.7
	 

	 
		The Owner shall be obliged to obtain the SCAC code and International
		Carrier Bond as required in order to access the US Bureau of Customs and Border
		Protection automated manifest system, as required by 68 Fed Reg 68139, as
		amended.
	 

	 
		4.8
	 

	 
		The Owner shall provide the Interim Manager with access and authority
		towards the Technical Managers and/or any other person or Authorities
		whatsoever on all matters relating to any and all Vessels.
	 

	 
		

	 

	 
		5.
	 

	 
		Payments and Management of Funds
	 

	 
		

	 

	 
		5.1
	 

	 
		All sums paid to the Interim Manager by or on behalf of the Owner and all
		moneys collected by the Interim Manager under the terms of this Agreement
		(other than fees payable by the Owner to the Interim Manager) shall be held to
		the credit of the Owner in a separate interest bearing bank account or
		accounts, which shall be operated by the Interim Manager in trust for the
		Owner.
	 

	 
		5.2
	 

	 
		Where any sums howsoever arising and whether in respect of fees, budgeted
		expenditure, non-budgeted expenditure, other liabilities (present, future,
		liquidated or unliquidated) or expenses are owed to the Interim Manager in
		connection with the Vessels the Interim Manager shall be entitled but not
		obliged at any time or times to apply any sums standing to the credit of the
		accounts referred to in Clause 5.1 to settle such sums.
	 

	 
		5.3
	 

	 
		Notwithstanding anything contained herein, the Interim Manager shall in
		no circumstances be required to use or commit its own funds to finance the
		provision of the management services and all payments due shall be made
		punctually to the Interim Manager (and not any third party) in accordance with
		the terms of this Agreement in full without any deduction whatsoever.  To
		cover travel and other incidental and out of pocket expenses, the Owner shall
		provide the Interim Manager with a reserve of US$20,000, which sum shall be
		held in the Interim Manager’s bank account.
	 

	 
		5.4
	 

	 
		Where the Owner delays settling fees due to the Interim Manager the Owner
		shall pay interest thereon from the due date until the date of payment at 3%
		per cent over one month LIBOR in the event that such fees are not settled
		within five (5) business days of such due date.
	 

	 
		5.5
	 

	 
		In addition to the funds referred to above the Owner shall pay and/or
		reimburse the Interim Manager in respect of all expenses incurred prior to the
		Effective Date solely for the benefit of the Owner, including, but not limited
		to, expenses in relation to inspection of vessels to be purchased by the Owner.
		    
	 

	 
		
 

	 

	 
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		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		6.
	 

	 
		Interim Manager's Right to Sub-Contract
	 

	 
		

	 

	 
		6.1
	 

	 
		The Interim Manager shall be entitled to procure performance of the
		Interim Manager' obligations hereunder by its parent, subsidiary or associated
		companies or (in the case of other services) third parties (hereinafter
		collectively called the "Sub-Interim Manager") in accordance with the following
		provisions of this Clause 6.1:
	 

	 
		  (i)
	 

	 
		any such performance of all or any of the Interim Manager's obligations
		by the Sub-Interim Manager shall be and constitute full and sufficient
		performance by the Interim Manager of their obligations hereunder;
	 

	 
		 (ii)
	 

	 
		the Owner hereby agrees with the Interim Manager that insofar as the
		Sub-Interim Manager perform the obligations of the Interim Manager, the
		Sub-Interim Manager shall be entitled to the benefits of the provisions of
		Clause 7; and
	 

	 
		(iii)
	 

	 
		any performance of the Interim Manager's obligations by the Sub-Interim
		Manager shall be without prejudice to the rights of the Owner hereunder for any
		failure by the Interim Manager in performance of the Interim Manager's duties
		and obligations hereunder and notwithstanding performance by the Sub-Interim
		Manager, the Interim Manager shall remain solely responsible to the Owner for
		performance of its obligations hereunder.
	 

	 
		6.2
	 

	 
		The provisions of Clause 6.1 shall remain in force notwithstanding
		termination of this Agreement.
	 

	 
		

	 

	 
		7.
	 

	 
		Responsibilities
	 

	 
		

	 

	 
		7.1
	 

	 
		Force Majeure
	 

	 
		Neither the Owner nor the Interim Manager shall be liable to the other
		for loss or damage resulting from delay or failure to perform this Agreement,
		or any contract hereunder, either in whole or in part, when any such delay or
		failure shall be due to causes beyond its control due to civil war,
		insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious
		accidents, or any acts of God, or failure of transportation, epidemics,
		quarantine restrictions, or labor trouble causing cessation, slow down, or
		interruption of work.
	 

	 
		

	 

	 
		In the event that a situation giving rise to force majeure which prevents
		a party from performing under this Agreement, the parties shall confer as to
		the further fulfillment or termination of this Agreement.
	 

	 
		

	 

	 
		7.2
	 

	 
		Liability to Owner
	 

	 
		

	 

	 
		(i)
	 

	 
		Without prejudice to Clause 7.1, the Interim Manager shall be under no
		liability whatsoever to the Owner for any loss, damage, delay or expense of
		whatsoever nature, whether direct or indirect, (including but not limited to
		loss of profit arising out of or in connection with detention of or delay to
		the Vessel and Consequential Loss) and
	 

	 
		
 

	 

	 
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		howsoever arising in the course of performance of the management
		services; UNLESS to the extent same is proved to have resulted from the, gross
		negligence or wilful default of the Interim Manager or its employees in
		connection with any Vessel; in that event any liability of the Interim Manager
		shall be limited to direct losses (excluding indirect losses and loss of
		earnings) only and may not exceed a total amount of USD 600,000
	 

	 
		(ii)
	 

	 
		Notwithstanding anything that may appear to the contrary in this
		Agreement, the Interim Manager shall not be responsible for any of the actions
		of the Crew even if such actions are negligent, grossly negligent or wilful,
		except only to the extent that they are shown to have resulted solely from a
		failure to discharge its obligatons under Clause 3.1 in which case its
		liability shall be limited in accordance with the terms of this Clause 7.
	 

	 
		(iii)
	 

	 
		For the purposes of this clause, “Consequential Loss” shall
		mean (x) indirect losses and/or (y) loss of earnings, loss of use, loss of
		revenue, profit or anticipated profit, whether direct or indirect, arising from
		or relating to the performance of this Agreement and whether or not such losses
		were foreseeable at the time of entering this Agreement.
	 

	 
		

	 

	 
		7.3
	 

	 
		Indemnity - General
	 

	 
		

	 

	 
		Except to the extent and solely for the amount therein set out that the
		Interim Manager would be liable under Clause 7.2, the Owner hereby undertakes
		to indemnify and hold harmless the Interim Manager and its employees, agents
		and sub-contractors against all actions, proceedings, claims, demands or
		liabilities whatsoever or howsoever arising out of or in connection with the
		performance of this Agreement, and against and in respect of all costs, loss,
		damages and expenses (including reasonable legal costs and expenses on a full
		indemnity basis) which the Interim Manager may suffer or incur (either directly
		or indirectly) in the course of the performance of this Agreement other than
		arising from the gross negligence or wilful misconduct of the Interim Manager.
	 

	 
		

	 

	 
		7.4
	 

	 
		Indemnity - tax
	 

	 
		Without prejudice to the general indemnity set out in Clause 7.3, the
		Owner hereby undertakes to indemnify and hold harmless the Interim Manager, its
		employees, agents and sub-contractors against all taxes, imposts and duties
		levied by any government, other than income taxes, as a result of the trading
		or other activities of the Owner or the Vessels whether or not such taxes,
		imposts and duties are levied on the Owner or the Interim Manager.
	 

	 
		

	 

	 
		7.5
	 

	 
		"Himalaya"
	 

	 
		

	 

	 
		It is hereby expressly agreed that no employee or agent of the Interim
		Manager (including every sub-contractor from time to time employed by the
		Interim Manager and the employees of such sub-contractors) shall in
	 

	 
		
 

	 

	 
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		any circumstances whatsoever be under any liability whatsoever to the
		Owner for any loss, damage or delay of whatsoever kind arising or resulting
		directly or indirectly from any act neglect or default on his part while acting
		in the course of or in connection with his employment and, without prejudice to
		the generality of the foregoing provisions in this Clause, every exemption,
		limitation, condition and liberty herein contained and every right, exemption
		from liability, defense and immunity of whatsoever nature applicable to the
		Interim Manager or to which the Interim Manager is entitled hereunder shall
		also be available and shall extend to protect every such employee or agent of
		the Interim Manager acting as aforesaid.
	 

	 
		

	 

	 
		7.6
	 

	 
		The provisions of Clause 7 shall remain in force notwithstanding
		termination of this Agreement.
	 

	 
		

	 

	 
		8.
	 

	 
		Prosecution of Claims/Disputes other than Insurance
	 

	 
		

	 

	 
		8.1
	 

	 
		If required the Interim Manager shall handle and settle all claims
		arising out of the Management Services hereunder (other than insurance, average
		and salvage claims which shall be dealt with in accordance with Clause 4.4.)
		and keep the Owner informed regarding any incident of which the Interim Manager
		becomes aware which gives or may give rise to claims or disputes involving
		third parties.
	 

	 
		8.2
	 

	 
		The Interim Manager shall, as instructed by the Owner, bring or defend
		actions, suits or proceedings in connection with matters entrusted to the
		Interim Manager according to this Agreement.
	 

	 
		8.3
	 

	 
		The Interim Manager shall also have power to obtain legal or technical or
		other outside expert advice in relation to the handling and settlement of
		claims and disputes or all other matters affecting the interests of the Owner
		in respect of the Vessel.
	 

	 
		8.4
	 

	 
		The Owner shall arrange for the provision of any necessary guarantee bond
		or other security.
	 

	 
		8.5
	 

	 
		The Owner shall pay to the Interim Manager a fee for time spent by the
		Interim Manager in carrying out its obligations under Clause 8 and such fee
		shall be charged at the rate of US$750 per man per day of 8 hours.  In
		addition any costs incurred by the Interim Manager in carrying out their
		obligations according to Clause 8 shall be reimbursed by the Owner.
	 

	 
		8.6
	 

	 
		The Owner agrees to the use of emergency network for crisis management
		response and agrees to pay any fees additional to the annual retainer of any
		emergency network (as included in the budget) which may be incurred.
	 

	 
		

	 

	 
		9.
	 

	 
		Compliance with Laws and Regulations
	 

	 
		

	 

	 
		The Interim Manager shall not do or permit anything to be done which
		might cause any breach or infringement of the laws and regulations of the
		country of registry of the Vessel, and of the places where she trades,
	 

	 
		
 

	 

	 
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		provided always that the Interim Manager's obligations under this clause
		shall only relate to matters which the Interim Manager is reasonably capable of
		fulfilling and on the understanding that the Interim Manager shall receive all
		necessary co-operation, information and funding from the Owner.
	 

	 
		

	 

	 
		10.
	 

	 
		Duration of the Agreement
	 

	 
		

	 

	 
		10.1 Term of the Agreement
	 

	 
		

	 

	 
		The term of this Agreement shall commence on the date of listing of the
		common shares of the Owner on the Nasdaq Global Market (the “Effective
		Date”) and continue for a period of six (6) months.  The Owner may
		extend this period for up to a total of another six (6) months through six (6)
		monthly extensions; any such extension to be notified in writing by the Owner
		to the Interim Manager at least 30 days in advance of the expiry of the period
		until then applicable.
	 

	 
		

	 

	 
		10.2
	 

	 
		Termination by Notice
	 

	 
		

	 

	 
		This Agreement may be terminated by the Owner upon 30 days’ written
		notice; PROVIDED HOWEVER, where a Vessel is not at a safe port or anchorage on
		the expiry of such period, this Agreement shall terminate on the subsequent
		arrival of the Vessel at a safe port or anchorage.
	 

	 
		

	 

	 
		10.3
	 

	 
		Termination by default - Owner
	 

	 
		

	 

	 
		(i)
	 

	 
		The Interim Manager shall be entitled to terminate the Agreement with
		immediate effect by notice in writing if any moneys requested by the Interim
		Manager from the Owner or the owners of any the Owner’s vessels shall not
		have been received in the Interim Manager's nominated account within ten (10)
		days of payment having been requested in writing by the Interim Manager or if
		the Owner fails to comply to the reasonable satisfaction of the Interim Manager
		with the requirements of clauses 2.a, 5.3 and 7.
	 

	 
		(ii)
	 

	 
		If the Owner
	 

	 
		(a)
	 

	 
		fails to meet its obligations hereunder in any material respect for
		reasons within its control, or
	 

	 
		(b)
	 

	 
		proceeds with employment of or continues to employ the Vessel in the
		carriage of contraband, or in an unlawful trade or in a manner which is, in the
		opinion of the Interim Manager, unduly hazardous or improper, then the Interim
		Manager may give written notice to the Owner specifying the default and
		requiring it to remedy the default as soon as practically possible.
		  In the event that the Owner fails to remedy such default (in the
		case of (a) above, if remediable) within a reasonable time to the reasonable
		satisfaction of the Interim Manager, the Interim Manager shall be entitled to
		terminate this Agreement with immediate effect by notice in writing.
	 

	 
		
 

	 

	 
		11
	 

	 
		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		10.4
	 

	 
		Termination by Default - Interim Manager
	 

	 
		

	 

	 
		If the Interim Manager fails to meet its obligations under this Agreement
		in any material respect for reasons within the control of the Interim Manager,
		the Owner may give written notice to the Interim Manager specifying the default
		and requiring it to remedy the default as soon as practically possible. In the
		event that the Interim Manager fails to remedy such default, if remediable,
		within a reasonable time to the reasonable satisfaction of the Owner, the Owner
		shall be entitled to terminate this Agreement with immediate effect by notice
		in writing.
	 

	 
		

	 

	 
		10.5
	 

	 
		Liquidation 
	 

	 
		This Agreement shall terminate forthwith in the event of an order being
		made or resolution passed for the winding up, dissolution, liquidation or
		bankruptcy of either party (otherwise than for the purpose of reconstruction or
		amalgamation) or if a receiver or similar officer is appointed, or if it
		suspends payment, ceases to carry on business or makes any special arrangement
		or composition with its creditors.  The Interim Manager shall be entitled
		to terminate this Agreement forthwith in the event of an order being made or
		resolution passed for the winding up, dissolution, liquidation or bankruptcy of
		the owner of any vessel (otherwise than for the purpose of reconstruction or
		amalgamation) or if a receiver or similar officer is appointed to such owner,
		or if such owner suspends payment, ceases to carry on business or makes any
		special arrangement or composition with its creditors.
	 

	 
		

	 

	 
		10.6
	 

	 
		Extraordinary Termination
	 

	 
		This Agreement shall be deemed to be terminated in the case of the sale
		of all the Vessels or if all the Vessels suffer a total loss or are declared as
		a constructive or compromised or arranged total loss or are requisitioned.
		 Notwithstanding such deemed termination, reimbursement of funds and
		indemnities shall be paid in accordance with the provisions of Clause 7 for
		claims relating to all time prior to valid termination.
	 

	 
		10.7
	 

	 
		For the purpose of sub-clause 10.6 hereof:
	 

	 
		  (i)
	 

	 
		the date upon which each of the Vessels is to be treated as having been
		sold or otherwise disposed of shall be the date on which the Owner ceases to be
		registered as Owner of the respective Vessel;
	 

	 
		 (ii)
	 

	 
		each of the Vessels shall not be deemed to be lost until either she has
		become an actual total loss or agreement has been reached with her Underwriters
		that she is a constructive, compromised or arranged total loss or if such
		agreement with her Underwriters is not reached it is adjudged by a competent
		tribunal that a constructive loss of the Vessel has occurred or Owner issue a
		Notice of Abandonment to Underwriters.
	 

	 
		
 

	 

	 
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		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		10.8
	 

	 
		The termination of this Agreement shall be without prejudice to all
		rights accrued due between the parties prior to the date of termination.
		  
	 

	 
		

	 

	 
		11)
	 

	 
		DATA PROTECTION
	 

	 
		

	 

	 
		11.1
	 

	 
		In respect of any Personal Data supplied to the Owner, the Owner
		warrants:
	 

	 
		

	 

	 
		(i)
	 

	 
		that it is legally entitled to process the Personal Data and will do so
		only on behalf of the Interim Manager and in compliance with its instructions
		and will take all appropriate technical and organizational security measures to
		protect the Personal Data against destruction, loss, alteration, unauthorized
		disclosure or access and against all other unlawful forms of processing;
	 

	 
		(ii)
	 

	 
		to notify the Interim Manager promptly of (a) any legally binding request
		for disclosure of the Personal Data by a law enforcement authority unless
		otherwise prohibited; (b) any accidental or unauthorized access in respect of
		the Personal Data; (c) any request from a Data Subject for access to his
		Personal Data, without responding to that request, unless it has  been
		otherwise authorized to do so; and (d) any reason why they are unable to comply
		with clause 11.1(i), in which case the Interim Manager is entitled to suspend
		the transfer of data;
	 

	 
		(iii)
	 

	 
		to destroy promptly all Personal Data transferred and certify to the
		Interim Manager it has done so (a) if the Data Subject is not offered or does
		not accept employment on the Vessel and (b) on termination of this Agreement.
	 

	 
		

	 

	 
		11.2
	 

	 
		 "Personal Data" means any information or data relating to an
		identified or identifiable living individual (“Data Subject”) who can
		be identified from that information or data or from that information or data
		and other information or data which is in the possession of or likely to come
		into the possession of the Interim Manager.  "Processing" of Personal Data
		means obtaining, recording or holding Personal Data or carrying out any
		operation or set of operations on the Personal Data, including its
		organization, adaptation or alteration; its retrieval, consultation or use; its
		disclosure by transmission, dissemination or by being otherwise made available;
		or its alignment, combination, blocking, erasure or destruction.
	 

	 
		

	 

	 
		

	 

	 
		12.
	 

	 
		Confidentiality
	 

	 
		

	 

	 
		12.1
	 

	 
		Save for the purpose of enforcing or carrying out as may be necessary
		their respective rights or obligations, each party agrees to maintain and to
		use all reasonable endeavours to procure that their respective officers and
		employees maintain confidentiality and secrecy in respect of all information
		relating to the other's business received by it directly or indirectly pursuant
		to this Agreement.
	 

	 
		
 

	 

	 
		13
	 

	 
		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		12.2
	 

	 
		As between the Owner and the Interim Manager, the Owner hereby agrees and
		acknowledge that all title and property in and to the management manuals of the
		Interim Manager and other written material of the Interim Manager concerning
		management functions and activities is vested in the Interim Manager and the
		Owner agrees not to disclose the same to any third party and, on the
		termination of this Agreement, to return all such manuals and other materials
		to the Interim Manager.  For the purposes of this Clause reference to "the
		Interim Manager" includes the parent, subsidiary and associated companies of
		the Interim Manager and any third parties providing Management Services.
	 

	 
		

	 

	 
		

	 

	 
		13.
	 

	 
		Third Party Rights
	 

	 
		

	 

	 
		13.1
	 

	 
		Any person (other than parties to this Agreement) who is given any rights
		or benefits under Clauses 9 or 10 (a "Third Party") shall be entitled to
		enforce those rights or benefits against the parties in accordance with the
		Contracts (Rights of Third Parties) Act 1999.
	 

	 
		13.2
	 

	 
		Save as provided in Clause 17.1 above the operation of the Contracts
		(Rights of Third Parties) Act 1999 is hereby excluded.
	 

	 
		13.3
	 

	 
		The parties may amend vary or terminate this Agreement in such a way as
		may affect any rights or benefits of any Third Party which are directly
		enforceable against the parties under the Contracts (Rights of Third Parties)
		Act 1999 without the consent of any such Third Party.
	 

	 
		13.4
	 

	 
		Any Third Party entitled pursuant to the Contracts (Rights of Third
		Parties) Act 1999 to enforce any rights or benefits conferred on it by this
		Agreement may not veto any amendment, variation or termination of this
		Agreement which is proposed by the parties and which may affect the rights or
		benefits of any such Third Party.
	 

	 
		

	 

	 
		14.
	 

	 
		Law and Arbitration
	 

	 
		

	 

	 
		14.1
	 

	 
		This Agreement shall be governed by English law and any dispute arising
		out of or in connection with this Agreement shall be referred to arbitration in
		London in accordance with the Arbitration Act 1996 or any statutory
		modification or re-enactment thereof for the time being in force.
	 

	 
		14.2
	 

	 
		The arbitration shall be conducted in accordance with the London Maritime
		Arbitrators' (LMAA) Terms current at the time when the arbitration is
		commenced.
	 

	 
		14.3
	 

	 
		Save as mentioned below, the reference shall be to three arbitrators, one
		to be appointed by each party and the third by the two so appointed.  A
		party wishing to refer a dispute to arbitration shall appoint its arbitrator
		and send notice of such appointment to the other party requiring the other
		party to appoint its arbitrator within 14 days of that notice and stating that
		it will appoint its arbitrator as sole arbitrator unless the other party
		appoints its own arbitrator and give 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,
	 

	 
		
 

	 

	 
		14
	 

	 
		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		the party referring the 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 as binding as if he had been appointed by
		agreement.
	 

	 
		14.4
	 

	 
		In cases where neither the claim nor any counterclaim exceeds the sum of
		US$ 50,000 (or such other sum as the parties may agree) the arbitration shall
		be conducted in accordance with the LMAA Small Claims Procedure current at the
		time when the arbitration proceedings are commenced.
	 

	 
		

	 

	 
		15.
	 

	 
		Amendments to Agreement
	 

	 
		The Interim Manager reserves the right to make such changes to this
		Agreement are necessary to take account of regulatory changes which come into
		force after the date hereof and which affect the operation of the Vessels.
		 Such changes shall be set forth in writing to the Owner and shall come
		into force on such date of written notice or on the date on which such
		regulatory or other changes come into effect (whichever shall be the later).
	 

	 
		

	 

	 
		16.
	 

	 
		Time Limit for Claims 
	 

	 
		Any and all liabilities of either party to the other arising under this
		Agreement or otherwise in relation to the Vessels (except in the case of fraud)
		shall be deemed to be waived and absolutely barred on the relevant date unless
		prior to the relevant date written particulars of any claim (giving details of
		the alleged breach in respect of which such claim is made and a preliminary
		statement of the amount claimed) have been set forth in writing by the claimant
		by the relevant date, and any such claim shall be deemed (if it has not
		previously been satisfied, settled or withdrawn) to have been withdrawn unless
		arbitration proceedings have been commenced under Clause 14 prior to the expiry
		of three months after the relevant date.  For the purposes of this Clause
		16, the "relevant date" is three months after the date of termination, for
		whatever reason, of this Agreement.
	 

	 
		

	 

	 
		17.
	 

	 
		Condition of Vessel(s)
	 

	 
		The Owner acknowledges that it is aware that the Interim Manager is
		unable to confirm that each Vessel, its systems, equipment and machinery are
		free from defects, and agrees that the Interim Manager shall not in any
		circumstances be liable for any losses, costs, claims, liabilities and expenses
		which the Owner may suffer or incur resulting from pre-existing or latent
		deficiencies in each Vessel, its systems, equipment and machinery..
	 

	 
		

	 

	 
		18.
	 

	 
		Use of Associated Companies
	 

	 
		

	 

	 
		18.1
	 

	 
		The Interim Manager hereby discloses to the Owner that it may, in the
		course of performing Management Services, utilize the services of
	 

	 
		
 

	 

	 
		15
	 

	 
		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		companies associated with the Interim Manager.  Without prejudice to
		the foregoing generality, associated companies of the Interim Manager may be
		used in connection with inter alia the following matters:
	 

	 
		(i)
	 

	 
		arranging travel to and from the Vessel for the Interim Manager’s
		personnel and the Crew;
	 

	 
		(ii)
	 

	 
		placing insurance cover for the Vessel;
	 

	 
		(iii)
	 

	 
		undertaking loss/average adjustment and dealing with insurance claims
		relating to the Vessel;
	 

	 
		(iv)
	 

	 
		providing legal advice in connection with matters arising from the
		performance of Management Services;
	 

	 
		(v)
	 

	 
		providing consultancy services;
	 

	 
		(vi)
	 

	 
		providing port agency services;
	 

	 
		(vii)
	 

	 
		commercial and financial broking and advisory services;
	 

	 
		(viii)
	 

	 
		specialist “in service” repair and maintenance services;
	 

	 
		(ix)
	 

	 
		specialist underwater repair and maintenance services;
	 

	 
		(x)
	 

	 
		consulting naval architecture and engineering services;
	 

	 
		(xi)
	 

	 
		ship safety, security and risk management services; and
	 

	 
		(xii)
	 

	 
		logistics services.
	 

	 
		Where companies associated with the Interim Manager provide services in
		connection with the above or any other matters, such companies shall be
		entitled to charge and retain for their own benefit usual remuneration for the
		provision of their services (whether in the form of commission or fees).
		 The Interim Manager shall ensure that all such remuneration is
		competitive.  
	 

	 
		18.2
	 

	 
		The Owner hereby consent to the arrangements set out in Clause 18.1.
	 

	 
		  
	 

	 
		19.
	 

	 
		Staff Loyalty
	 

	 
		

	 

	 
		The Owner shall not and shall procure that its parent, subsidiaries and
		associates shall not, during the course of this Agreement or for a period of
		six months following termination directly or indirectly offer any employment to
		any employee of the Interim Manager engaged in providing Management Services or
		directly or indirectly induce or solicit any such person to take up employment
		with the Owner or any associated or affiliated company or use the services of
		any such person either independently or via a third party.
	 

	 
		

	 

	 
		20)
	 

	 
		Assignability of Agreement
	 

	 
		

	 

	 
		This Agreement is not assignable by either party without the prior
		written consent of the other.
	 

	 
		

	 

	 
		21)
	 

	 
		Notices
	 

	 
		

	 

	 
		
 

	 

	 
		16
	 

	 
		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		21.1
	 

	 
		Any notice or other communication required to be given or made hereunder
		shall be in writing and may be served by sending same by  registered
		airmail electronic-mail, telex, facsimile or by delivering the same (against
		receipt) to the address of the party to be served to such address as may from
		time to time be notified by that party for the   purpose.
	 

	 
		

	 

	 
		21.2 Any notice served by post as aforesaid shall be deemed conclusively
		duly served five days after the same shall have posted.  Notices served by
		telex aforesaid shall be deemed conclusively to have been served on the day
		following of the same, provided evidence of transmission appears on the
		particular notice.
	 

	 
		

	 

	 
		21.3
	 

	 
		Notices to the Interim Manager shall be made as follows :
	 

	 
		

	 

	 
		   
	 

	 
		Cardiff  Marine Inc.
	 

	 
		Omega Building, 80 Kifisias Avenue
	 

	 
		Amaroussion, GR151 25
	 

	 
		   
	 

	 
		Athens – Greece
	 

	 
		Phone
	 

	 
		:  210-8090270
	 

	 
		Fax
	 

	 
		:  210-8090275
	 

	 
		E-Mail
	 

	 
		:  management@cardiff.gr
	 

	 
		

	 

	 
		

	 

	 
		Notices to the Owner shall be made as follows :
	 

	 
		OCEANFREIGHT INC.
	 

	 
		Athens Shipping Office
	 

	 
		80 Kifisias Avenue
	 

	 
		Amarousion GR 151 25
	 

	 
		Attn: Mr. Solon Dracoulis, CAO
	 

	 
		Phone
	 

	 
		:  
	 

	 
		Fax      :  
	 

	 
		E-Mail
	 

	 
		:  sdracoulis@oceanfreightinc.com
	 

	 
		

	 

	 
		
	 

	 
		22.
	 

	 
		Entire Agreement
	 

	 
		

	 

	 
		22.1
	 

	 
		This Agreement constitutes the entire agreement and understanding between
		the parties with respect to the subject matter of this Agreement; and (in
		relation to such subject matter) supersedes all prior discussions,
		understandings and agreements between the parties and all prior representations
		and expressions of opinion by the parties.
	 

	 
		22.2
	 

	 
		Each of the parties acknowledges that it is not relying on any
		statements, warranties, representations or understandings (whether negligently
		or innocently made) given or made by or on behalf of the other in relation to
		the subject matter hereof and that it shall have no rights or remedies with
		respect to such subject matter otherwise than under this Agreement.  The
		only remedy available shall be for breach of contract under the terms of this
		Agreement. Nothing in this clause shall, however, operate to limit or exclude
		any liability for wilful cause of loss.
	 

	 
		

	 

	 
		
 

	 

	 
		17
	 

	 
		Interim Management Agreement
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		Signed this 11th day of April 2007
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		/s/ Nikos
		Famelis                                

	 

	 
		/s/ I.
		Papathanasiou                            

	 

	 
		

	 

	 
		Nikos Famelis
	 

	 
		I. Papathanasiou
	 

	 
		ON BEHALF OF THE OWNER     
	 

	 
		ON BEHALF OF THE INTERIM
	 

	 
		MANAGER
	 

	 
		

	 

	 
		
 

	 

	 
		18
	 

	 
		Interim Management Agreement