HEAD AGREEMENT



Dated March 23, 2007



Between,


		
	A)  	Cardiff Marine Inc., of Monrovia, Liberia hereby called the ‘‘Initial Buyers’’


		
	B)  	CN Nina Inc. whose principal office is in Nassau, Bahamas (with the benefit of the equity subscription commitment referred to at the foot of this Agreement) or its fully guaranteed subsidiaries as its nominees hereby called the ‘‘Intermediate Buyers’’


		
	C)  	OceanFreight Inc. of Majuro, MI or its fully guaranteed subsidiaries as its nominees hereby called the ‘‘Ultimate Buyers’’



With regards to the vessels,


		
	1)  	MV Capitano Giovanni, 75,229 DWT, BUILT 1995, FINCANTIERI


		
	2)  	MV Rafaelle Iuliano, 75,229 DWT BUILT 1995 FINCANTIERI hereby called either ‘‘the Vessel’’ or collectively ‘‘the Vessels’’



Whereby, the ‘‘Initial Buyers’’ have entered into an MOA dated 21st March, 2007 with Deiulemar Shipping SpA (‘‘Deiulemar’’) and an MOA dated 21st March, 2007 with Deiulemar hereby called either ‘‘the Seller’’ or collectively ‘‘the Sellers’’ for the purchase of the ‘‘Vessels’’, included in Appendix I of this Agreement and hereby referred to as the ‘‘MOAs’’ at a price of USD 41,000,000 per Vessel.



Whereby, the Initial Buyers are in the process of finalizing a Time Charter with respect to each Vessel with the Sellers as charterers, draft copies of which Time Charters have been provided to the Intermediate Buyers, included in Appendix II of this Agreement and hereby called either a ‘‘Charter’’ or collectively the ‘‘Charters,’’ which Charters are intended to be in substantially the form attached hereto (when the same are ultimately signed and delivered), and which shall, in any event, provide for charter hire of USD 26,000 per day during a charter period of 34-38 months, which charter periods shall commence for each Vessel at the time of delivery of such Vessel to the Initial Buyers or their nominees under such Vessel’s respective MOA.



Whereby, the Ultimate Buyers are in the process of negotiating an initial public offering of their shares (the ‘‘IPO’’), the proceeds of which, among other things, are intended to be used to pay the purchase price for the Vessels.



Whereby, there is no assurance that the Ultimate Buyers will be able to consummate the IPO.



Signature Page to Columbus Nova Head Agreement











Whereby, under the MOAs, it is a condition that the Initial Buyers provide Board of Directors approval and remove any financing contingency on or before March 23, 2007 and pay to the Sellers under the MOAs a deposit in the amount of 10% of the purchase price of the Vessels under the MOAs on or before March 28, 2007, failing which the Sellers may deem themselves released from the MOAs.



Whereby, in order to ensure that the MOAs are performed, the Initial Buyers and the Ultimate Buyers have given an option to the Intermediate Buyers to assume the Initial Buyers’ rights and obligations under the MOAs and the Charters and to grant to the Ultimate Buyers an option to assume the Intermediate Buyers’ rights and obligations under the MOAs and the Charters or to purchase the Vessels, all on the terms and conditions thereof.



Whereby, in order to induce the Intermediate Buyers to enter into this Head Agreement and to assume the Initial Buyers’ rights and obligations under the MOAs and the Charters, among other things, the Ultimate Buyers wish to grant to the Intermediate Buyers the right to require the Ultimate Buyers to assume all of the Intermediate Buyers’ rights and obligations under the MOAs and the Charters or, if the Intermediate Buyers shall have become the owners of the Vessels, purchase the Vessels from the Intermediate Buyers on the terms and conditions hereof.



In the premises the parties have agreed as follows:


		
	1) 	The Initial Buyers shall nominate the Intermediate Buyers as the performing parties under the MOAs and the Charters and provide the Sellers with such reasonable guarantee as requested by the Sellers.


		
	2) 	The Intermediate Buyers accept to be nominated as the performing parties under the MOAs and the Charters and agree to hold the Initial Buyers (and their affiliates, shareholders, subsidiaries, officers, directors, employees and representatives) fully harmless and otherwise fully indemnified against any liability whatsoever under the MOAs and the Charters arising by reason of any act or omission by the Intermediate Buyers on or after the date they are accepted by the Sellers as the performing parties of the Initial Buyers’ rights and obligations under the MOAs and the Charters and any reasonable guarantee they have to provide to the Sellers for such nomination. The parties hereto acknowledge that the only obligations which the Intermediate Buyers shall have in relation to the matters contemplated herein are those obligations which the Intermediate Buyers expressly agree to assume (whether hereunder, under the MOAs, the Charters or otherwise) and that, to the extent that any party or third party alleges that the Intermediate Buyers have any additional obligations in relation to the matters contemplated herein, the Initial Buyers or the Ultimate Buyers (as appropriate) shall be responsible for resolving the same and for indemnifying the Intermediate Buyers (and their affiliates, shareholders, subsidiaries, officers, directors, employees and representatives) against any liability in connection therewith.


		
	3) 	The Intermediate Buyers grant an option (the ‘‘Call Option’’) to the Ultimate Buyers to assume the Intermediate Buyers’ rights and obligations under the MOAs and the Charters for a price per Vessel of USD 5,400,000 (that is 10% deposit plus USD 1,300,000 per Vessel) or, if the Intermediate Buyers shall have become the owners of the Vessels, to purchase the Vessels from them for a price of USD 42,300,000 million per Vessel.


		
	4) 	The Ultimate Buyers will have to declare the Call Option no later than April 27, 2007 in writing.


		
	5) 	The Ultimate Buyers hereby agree that, provided that the IPO, or any similar transaction, whether in the capital markets or otherwise, shall have been completed and the Ultimate Buyers shall have received net proceeds from any such transaction in an amount of at least $75,000,000, upon notice received from the Intermediate Buyers on or before December 31, 2007, the Ultimate Buyers shall (subject to obtaining any required consent by the Sellers under the MOAs, which the Ultimate Buyers will use their best efforts to obtain) assume the Intermediate Buyers’ rights and obligations under the MOAs and the Charters for a price per Vessel of USD 5,400,000 or, if the Intermediate Buyers shall have become the owners of the Vessels (including, without limitation, as a result of the failure to obtain the consent of the Sellers to the above referred assumption of the Intermediate Buyers’ rights and obligations under the MOAs), purchase the Vessels from the Intermediate Buyers (or, if the Sellers have failed to provide any required consent to such purchase under the Charters, purchase the capital stock of the vessel owning companies included within the Intermediate Buyers) for a price of 










		
	 	
USD 42,300,000 per Vessel (such right of the Intermediate Buyers to cause the Ultimate Buyers to assume the Intermediate Buyers’ rights and obligations under the MOAs and the Charters or purchase the Vessels or the capital stock of the vessel owning companies included within the Intermediate Buyers, the ‘‘Put Option’’).


		
	6) 	If the Call Option is exercised by the Ultimate Buyers, or the Put Option is exercised by the Intermediate Buyers, then the Ultimate Buyers and the Intermediate Buyers undertake to enter into such transfer documentation as shall be necessary to give effect thereto, it being understood that if the Intermediate Buyers shall have become the owners of the Vessels, the Intermediate Buyers shall be required to deliver the Vessels in the same condition as they were in at the time the Intermediate Buyers took delivery thereof (ordinary wear and tear excepted). Such transfer documentation shall be in customary form and, in any event, agreed within 5 business days from exercise of the respective option, it being understood that the parties shall use commercially reasonable efforts to agree upon the form of documentation in such time frame, failing which either the Intermediate Buyers or the Ultimate Buyers shall have the option to submit any dispute to the LMAA as provided in clause 11) below. In the event the Call Option or the Put Option is exercised, in addition to their indemnity obligation pursuant to clause 2) above, the Ultimate Buyers agree to be responsible for the Vessels (including, without limitation, the condition and operation thereof) once they take delivery thereof. The parties agree that any transfer of the Vessels pursuant to this clause 6) shall take place as soon as reasonably practicable following agreement on the form of transfer documentation; provided that the Intermediate Buyers shall have a reasonable time, not to exceed 45 days in respect of either Vessel, to place the Vessels in the condition they were in at the time the Intermediate Buyers took delivery thereof (ordinary wear and tear excepted); provided that if either Vessel is out of service for repair at the time of the exercise of the Call Option or the Put Option the Intermediate Buyers shall have an additional reasonable time to place such Vessel in such condition so long as such Vessel is out of service.


		
	7) 	Subject to and in accordance with the terms hereof, the Intermediate Buyers shall remain responsible for the fulfillment of each MOA towards the Sellers unless and until the Ultimate Buyers assume the Intermediate Buyer’s rights and obligations thereunder in accordance with the preceding clause 6).


		
	8) 	If Call Option is exercised, the Initial Buyers shall receive a consideration of $200,000 per Vessel for their contribution and exposure in this sale and purchase transaction from the Ultimate Buyers, payable in cash within 3 banking days from the date the relevant invoice is issued. For the avoidance of doubt, the Intermediate Buyers shall have no liability or responsibility with respect to any payment under this clause 8).


		
	9) 	The Ultimate Buyers shall use their best efforts to complete the IPO in a timely manner in accordance with the transaction described in the Form F-1 Registration Statement submitted to the U.S. Securities and Exchange Commission on February 26, 2007 (the ‘‘Registration Statement’’), as it may be revised or updated.


		
	10) 	The Initial Buyers and the Ultimate Buyers hereby represent and warrant that (i) attached hereto as Appendices I and II are true, correct and complete copies of the MOAs and the Time Charters, respectively; (ii) the MOAs are in full force and effect while the Charters are in draft form and in the process of being finalized; and (iii) the Initial Buyers are in full compliance with all of their obligations under the MOAs.


		
	11) 	This agreement shall be governed by English law and all disputes, if any, shall be exclusively referred to London Maritime Arbitrators Association (LMAA) Arbitration.


		
	12) 	All notices pursuant to this agreement to be sent to:



For the Initial Buyers:


 Athens Shipping Office


 Omega Gldg, 80 Kifisias Avenue, GR-151 25


 Marousi, Athens, Greece


 Attn: Mr. Y. Papathanasiou














Tel.: +30 210 8090200


 Fax: +30 210 8090205


 email: accounts@cardiff.gr



For the Intermediate Buyers



CN Nina Inc.


 c/o Helvetic Management Services


 2nd Terrace West, Centerville


 P.O. Box N-10567


 Nassau, Bahamas


Attention: Marco Montanari


 P: 242-326-2150


 F: 242-326-2151


 helvetic@coralwave.com



For the Ultimate Buyers:



Athens Shipping Office


 Omega Gldg, 80 Kifisias Avenue, GR-151 25


 Marousi, Athens, Greece


 Attn: Mr. N. Famelis


Tel.: +30 210 8090550


 Fax: +30 210 8090555


 email: snp@drybulk.gr











For the Initial Buyers


 Cardiff Marine Inc.



/s/ Ioannis Papathanasiou


 By: Ioannis Papathanasiou


 Title: Representative of Shipping Office in Greece











For the Intermediate Buyers


 CN Nina Inc.






				
	/s/ Andrew Intrater
	By:			Andrew Intrater
	Title:			Authorized signatory of Columbus Nova


 Investments IV Ltd., the sole shareholder of


 CN Nina Inc.
	







Signature Page to Columbus Nova Head Agreement











For the Ultimate Buyers


 Ocean Freight Inc.



/s/ Nikos Famelis


 By: Nikos Famelis


 Title: Representative Shipping Office in Greece











The undersigned, Columbus Nova Investments IV Ltd., a Bahamian company, confirms to the Initial Buyers and the Ultimate Buyers referenced above that it has irrevocably committed to subscribe for equity in CN Nina Inc., the Intermediate Buyers under the Head Agreement referred to above, in an amount of approximately $36,000,000 to be drawn down as necessary to fund the obligations of the Intermediate Buyers under the Head Agreement set forth above, subject to the provisions of the Head Agreement (including clause 11) with respect to governing law and arbitration) and the MOAs referred to therein.



COLUMBUS NOVA INVESTMENTS IV LTD.


		
	By: 	/s/ Andrew Intrater


 Name: Andrew Intrater


 Title: Authorized signatory


		
	Dated:  	March 23, 2007



Signature Page to Columbus Nova Head Agreement














  
	 
			
				
				  MEMORANDUM OF
				  AGREEMENT
				

			 	
				
				   
				

			 	

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

				
				  Code-name
				

			 
	
				
				  Dated:
				

			 	
				
				   
				

			 	

				
				  SALEFORM 1993
				

				
				  Revised 1966, 1983 and 1986/87.
				

			 

 

	 
		Messrs. Deiulemar Shipping S.P.A. a socio unico, Torre del
		Greco, Italy
	 

	 
		hereinafter called the Sellers,
		have agreed to sell, and
	 

	 
		Messrs. ColumbusNova or their guaranteed nominee
	 

	 
		 
	 

	 
		hereinafter called the Buyers,
		have agreed to buy 
	 

	 
		 
	 

	 
		Name: M/V “CAPITANO GIOVANNI” 
	 

	 
		 
	 

	 
		Classification Society/Class:
		RINA *100-A-1.1
	 

	 
		 
	 

	 
			
				
				  Built: June
				  1995
				

			 	
				
				  By: Fincantieri C.N.I. S.p.A. Castellamare di Stabia,
				  Italy
				

			 
	
				
				  Flag: Italy
				

			 	
				
				  Place of
				  Registration: Torre del Greco
				

			 
	
				
				  Call
				  Sign: IBKC
				

			 	
				
				  Grt/Nrt:
				  39.385 / 24.519
				

			 

 

	 
		Register
		IMO Number:
		9083524
	 

	 
		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 US$ 41,000,000.- (United
				  States Dollars Forty One Million)
				

			 

 

	 
			
				
				  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 from the date  of
		this Agreement
		of lifting the subjects as per Clause
		18. This deposit shall be placed with
		Sellers nominated bank

	 

	 
		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

	 

	 
		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
				

			 

 
 
	 
			
				
				  a)*
				

			 	
				
				  The Buyers have
				  inspected and accepted the Vessel’s classification records. The Buyers
				  have also inspected the Vessel at
				  /in
				  Los Angeles           on about
				  15/20th February 2007
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		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 dock 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 20, 10,
				  5, and 3, 1 days
				  approximate 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
				  safe anchorage, safe port at /in Worldwide range
				

			 

 

	 
		in the Sellers’
		option.
	 

	 
		Expected time of delivery:
		Between 1st May 2007 and 30th June
		2007 in Sellers’ option
	 

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

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

			 

 

	 
			
				
				  b)**
				

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

			 

 

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

	 
		(iii) If the Vessel is to be
		drydocked pursuant to Clause 6 b) (ii) and no suitable drydocking facilities
		are available at the port of delivery, the Sellers shall take the Vessel to a
		port where suitable drydocking facilities are available, whether within or
		outside the delivery range as per Clause 5 b). Once drydocking has taken place
		the Sellers shall deliver the Vessel at a port within the delivery range as per
		Clause 5 b) which shall, for the purpose of this Clause, become the new port of
		delivery. In such event the canceling date provided for in Clause 5 b) shall be
		extended by the additional time required for the drydocking and extra steaming,
		but limited to a maximum of 14 running days.
	 

	 
			
				
				  c)
				

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

			 

 

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

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

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
			
				
				  *
				

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

			 

 

	 
			
				
				  **
				

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

			 

 

	 
			
				
				  7.
				

			 	
				
				  Spares/bunkers, etc.
				

			 

 

	 
		The Sellers shall deliver the
		Vessel to the Buyers with everything belonging to her on board and on shore.
		All spare parts and spare equipment including spare tail-end shaft(s) and/or
		spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the
		time of inspection used or unused, whether on board or not shall become the
		Buyers’ property, 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 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 price (excluding barging expenses) at the port
		and date of delivery of the Vessel.
	 

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

	 
			
				
				  8.
				

			 	
				
				  Documentation
				

			 

 

	 
		The place of closing:
		Sellers’ bank
	 

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

			 

 

	 
			
				
				  b)
				

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

			 

 

	 
			
				
				  c)
				

			 	
				
				  Confirmation of Class
				  issued within 72 hours prior to delivery.
				

			 

 

	 
			
				
				  d)
				

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

				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		registered encumbrances.

	 

	 
			
				
				  e)
				

			 	
				
				  Certificate of Deletion
				  of the Vessel from the Vessel’s registry or other official evidence of
				  deletion appropriate to the Vessel’s registry at the time of delivery, or,
				  in the event that the registry does not as a matter of practice issue such
				  documentation immediately, a written undertaking by the Sellers to effect
				  deletion from the Vessel’s registry forthwith and furnish a Certificate or
				  other official evidence of deletion to the Buyers promptly and latest within 4
				  (four) weeks 45
				  (Fortyfive) days
				  after the Purchase Price
				  has been paid and the Vessel has been delivered.
				

			 

 

	 
			
				
				  f)
				

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

				

			 

 

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

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

	 
			
				
				  9.
				

			 	
				
				  Encumbrances
				

			 

 

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

	 
			
				
				  10.
				

			 	
				
				  Taxes,
				  etc.
				

			 

 

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

	 
			
				
				  11.
				

			 	
				
				  Condition on
				  delivery
				

			 

 

	 
		The Vessel with everything
		belonging to her shall be at the Sellers’ risk and expense until she is
		delivered to the Buyers, but subject to the terms and conditions of this
		Agreement she shall be delivered and taken over as she was at the time of
		inspection, fair wear and tear excepted. However, the Vessel shall be delivered
		with her class maintained without condition/ recommendation*, free of average damage affecting the
		Vessel’s class, and with her classification certificates and national
		certificates, as well as all other certificates the Vessel had at the time of
		inspection, valid and unextended without condition/ recommendation* by Class or the relevant authorities at
		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 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 last loading
		port
		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. 
				

			 

 

	 
			
				
				  b)*
				

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

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

			 

 

	 	
			 
				c)* 
			 

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

		  


	 
			
				
				  *
				

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

			 

 

	 
		Additional Clauses from 17 to 21 form
		an integral part of this Memorandum of Agreement.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Appendix to Memorandum of
		Agreement code-name SALEFORM 1993 –
	 

	 
		dated
	 

	 
		M/v “CAPITANO
		GIOVANNI”
	 

	 
		 
	 

	 
			
				
				   
				

			 

 

	 
		Clause 17.
	 

	 
		The Vessel to be delivered with the Time
		Charter Back employment to Sellers or Sellers’ guarented company of about
		34/38 months min/max usd 26,000 p/day less 5% total commission including
		address.
	 

	 
		Clause 18.
	 

	 
		Subjects to Buyers BOD/Financing subjects to
		be lifted no later than 23rd March 2007.
	 

	 
		Clause 19.
	 

	 
		The Sellers to confirm to best of their
		knowledge that Vessel is not blacklisted by any Arab countries and/or
		International organization.
	 

	 
		Clause 20.
	 

	 
		Deal to be kept private and
		confidential.
	 

	 
		Clause 21.
	 

	 
		This Agreement is made in two originals
		which duly read, confirmed, signed and retained one by each parties.
	 

	 
		 
	 

	 
			
				
				  THE SELLERS
				

			 	
				
				  THE BUYERS
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  _______________________________
				

			 	
				
				  _______________________________
				

			 

 

	 
		 
	 

	 
		 
	 









   
	 
			
				
				  MEMORANDUM OF
				  AGREEMENT
				

			 	
				
				   
				

			 	

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

			 
	
				
				  Dated: 
				

			 	
				
				   
				

			 	

				
				  Code-name
 SALEFORM 1993
				

				
				  Revised 1966, 1983 and 1986/87.
				  
  
				

			 

 

	 
		Messrs. Deiulemar
		Shipping S.P.A. a socio unico, Torre del Greco, Italy
	 

	 
		hereinafter called the Sellers,
		have agreed to sell, and
	 

	 
		Messrs. ColumbusNova or their guaranteed nominee
	 

	 
		hereinafter called the Buyers,
		have agreed to buy 
	 

	 
		Name: M/V
		“RAFFAELE IULIANO”
	 

	 
		Classification Society/Class:
		RINA *100-A-1.1
	 

	 
		 
	 

	 
			
				
				  Built: October 1995
				

			 	
				
				   
				

			 	
				
				  By: Fincantieri
				  C.N.I. S.p.A. Castellamare di Stabia, Italy
				

			 
	 	 	 
	
				
				  Flag:
				  Italy
				

			 	
				
				   
				

			 	
				
				  Place of Registration:
				  Torre del Greco
				

			 
	 	 	 
	
				
				  Call Sign:
				  IBPI
				

			 	
				
				   
				

			 	
				
				  Grt/Nrt: 39.385/24.519
				

			 
	 	 	 
	
				
				  Register
				  IMO Number:
				  9083536 
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		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 US$ 41,000,000.- (United States
				  Dollars Forty One Million)
				

			 

 

	 
			
				
				  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 from the date of this
		Agreement
		of lifting the subjects as per
		Clause 18. This deposit shall be placed
		with Sellers nominated bank
 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


		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
				

			 
	
				
				  a)*
				

			 	
				
				  The Buyers have
				  inspected and accepted the Vessel’s classification records. The Buyers
				  have also inspected the Vessel at
				  /in
				  Fujairah                             on
				  about 15th March 2007
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			 	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 \/essel. 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 20, 10,
				  5 , and 3, 1 days approximate 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
				  safe anchorage, safe port at
				  /in Worldwide range 
 
 in the Sellers’
				  option.
				

			 

 

	 
		Expected time of
		delivery: Between 1st May 2007 and 30th June 2007 in
		Sellers’ option
	 

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

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				  a)**
				

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

			 

 

	 
			
				
				  b)**
				

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

			 

 

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

	 
		(iii) If the Vessel is to be
		drydocked pursuant to Clause 6 b) (ii) and no suitable dry-docking facilities
		are available at the port of delivery, the Sellers shall take the
		Vessel to a port where suitable drydocking facilities are available,
		whether within or outside the delivery range as per Clause 5 b). Once
		drydocking has taken place the Sellers shall deliver the Vessel at a port
		within the delivery range as per Clause 5 b) which shall, for the purpose of
		this Clause, become the new port of delivery. In such event the cancelling
		date provided for in Clause 5 b) shall be extended by the additional time
		required for the drydocking and extra steaming, but limited to a maximum
		of 14 running days.
	 

	 
			
				
				  c)
				

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

			 

 

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

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

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

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

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
			
				
				  *
				

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

			 

 

	 
			
				
				  **
				

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

			 

 

	 
			
				
				  7.
				

			 	
				
				  Spares/bunkers,
				  etc.
				

			 

 

	 
		The Sellers shall deliver the
		Vessel to the Buyers with everything belonging to her on board and on shore.
		All spare parts and spare equipment including spare tail-end shaft(s) and/or
		spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the
		time of inspection used or unused, whether on board or not shall become the
		Buyers’ property, 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 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 price (excluding barging expenses) at the port
		and date of delivery of the Vessel.
	 

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

	 
			
				
				  8.
				

			 	
				
				  Documentation
				

			 

 

	 
		The place of closing:
		Sellers’ bank
	 

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

			 

 

	 
			
				
				  b)
				

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

			 

 

	 
			
				
				  c)
				

			 	
				
				  Confirmation of Class
				  issued within 72 hours prior to delivery.
				

			 

 

	 
			
				
				  d)
				

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

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		registered encumbrances.
	 

	 
			
				
				  e)
				

			 	
				
				  Certificate of Deletion
				  of the Vessel from the Vessel’s registry or other official evidence of
				  deletion appropriate to the Vessel’s registry at the time of delivery, or,
				  in the event that the registry does not as a matter of practice issue such
				  documentation immediately, a written undertaking by the Sellers to effect
				  deletion from the Vessel’s registry forthwith and furnish a Certificate or
				  other official evidence of deletion to the Buyers promptly and latest within 4
				  (four) weeks 45 (Fortyfive) days after the Purchase Price has been paid and the Vessel
				  has been delivered.
				

			 

 

	 
			
				
				  f)
				

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

			 

 

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

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

	 
			
				
				  9.
				

			 	
				
				  Encumbrances
				

			 

 

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

	 
			
				
				  10.
				

			 	
				
				  Taxes,
				  etc.
				

			 

 

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

	 
			
				
				  11.
				

			 	
				
				  Condition on
				  delivery
				

			 

 

	 
		The Vessel with everything
		belonging to her shall be at the Sellers’ risk and expense until she is
		delivered to the Buyers, but subject to the terms and conditions of this
		Agreement she shall be delivered and taken over as she was at the time of
		inspection, fair wear and tear excepted. However, the Vessel shall be delivered
		with her class maintained without condition/ recommendation*, free of average damage affecting the
		Vessel’s class, and with her classification certificates and national
		certificates, as well as all other certificates the Vessel had at the time of
		inspection, valid and unextended without condition/ recommendation* by Class or the relevant authorities at
		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 fait 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 last loading port 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.
				

			 

 

	 
			
				
				  b)*
				

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

			 

 

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

	 
			
				
				  c)*
				

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

			 

 

	 
			
				
				  *
				

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

			 

 

	 
		Additional Clauses from 17 to 21 form an integral part
		of this Memorandum of Agreement.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Appendix to Memorandum of Agreement
		code-name SALEFORM 1993 –
 dated
	 

	 
		M/v “RAFFAELE
		IULIANO”
	 

	 
		 
	 

	 
		Clause 17.
	 

	 
		The Vessel to be delivered with the Time
		Charter Back employment to Sellers or Sellers’ guarented company of about
		34/38 months min/max usd 26,000 p/day less 5% total commission including
		address.
	 

	 
		Clause 18.
	 

	 
		Subjects to Buyers BOD/Financing subjects to
		be lifted no later than 23rd March 2007.
	 

	 
		Clause 19.
	 

	 
		The Sellers to confirm to best of their
		knowledge that Vessel is not blacklisted by any Arab countries and/or
		International organization.
	 

	 
		Clause 20.
	 

	 
		Deal to be kept private and
		confidential.
	 

	 
		Clause 21.
	 

	 
		This Agreement is made in two originals
		which duly read, confirmed, signed and retained one by each parties.
	 

	 
		 
	 

	 
			
				
				  THE SELLERS
 
 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  THE BUYERS
 
 
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 












AMENDING AGREEMENT



Dated March 29th, 2007



Between,


		
	A) 	Cardiff Marine Inc., of Monrovia, Liberia hereby called the ‘‘Initial Buyers’’


		
	B) 	OceanFreight Inc. of Majuro, MI or its fully guaranteed subsidiaries as its nominees hereby called the ‘‘Ultimate Buyers’’



Whereas the Initial Buyers and the Ultimate Buyers as well as CN NINA INC. as an intermediate Buyer (the ‘‘Intermediate Buyer’’) have entered into a Head Agreement dated 23rd March 2007 (the ‘‘Head Agreement’’) relating to the purchase of two oceangoing vessels named therein.



Whereas pursuant to the Head Agreement under its clause 8 the Ultimate Buyers have agreed under the conditions stated therein to pay to the Initial Buyers a consideration of USD 200,000 per vessel.



Whereas the Ultimate Buyer has requested a reduction of the amount of above charge.



In the premises it was AGREED



THAT clause 8 of the Head Agreement affecting only the Initial Buyers and the Ultimate Buyers be amended and is hereby amended.



The consideration which shall be payable by the Ultimate Buyers to the Initial Buyers pursuant to Clause 8 of the Head Agreement is hereby reduced to USD 100,000 per vessel.



Otherwise all terms and conditions of the Head Agreement remain valid and in full force and effect.



This 29th day of March 2007



For the Initial Buyers:



    


	
		
	



By:


Title:



    


	
		
	



By:


Title: