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: 22nd
				  January 2007 
				

			 	
				
				   
				

			 	

				
				  Code-name
 SALEFORM 1993
				

				
				  Revised 1966, 1983 and
				  1986/87.
				

			 

 

	 
		Staines Holding Inc. of 80, Broad
		Street, Monrovia, Liberia
	 

	 
		hereinafter called the Sellers, have agreed
		to sell, and Cardiff Marine Inc. or their guaranteed nominee and
		corporate guarantee wording to be given by Sellers and shall be accepted by
		Buyers 
	 

	 
		hereinafter called the Buyers,
		have agreed to buy
	 

	 
		Name: M/V = AMAZON
		=
	 

	 
		Classification Society/Class:
		American Bureau of
		Shipping
		
	 

	 
			
				
				  Built: 1990
				

			 	
				
				  By: China Shipbuilding Corp. of Kaolisiung

				

			 

 

	 
			
				
				  Flag: Liberia
				

			 	
				
				  Place of Registration:
				  Monravla
				

			 

 

	 
			
				
				  Call Sign:
				  ELYQ5
				

			 	
				
				  Grt/Nrt:
				  about 77,096 Grt   about
				  47,175 Nrt
				

			 

 

	 
		Register: I.M.O.
		Number: 8906688
	 

	 
		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 Banking days in Germany and the
		U.K.
		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$ 47,250,000 cash payment (United States Dollars Forty Seven Million Two Hundred
		Fifty Thousand only)
	 

	 
		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 has been signed by both parties and all subjects have
		been lifted. This Agreement is to be signed promptly and within 3 (three)
		working days from the date of receipt by the Buyers of this agreement signed by
		the Sellers.
		This deposit shall be placed with Deutsche Schiffsbank AG,             Domshof 17, Bremen D-28195, Tel: +49/421/3609 263,
		Fax: +49/421/323 539, e-mail: peter.zimmermann@schiffsbank.com, account
		no.                   of Deutsche Schiffsbank AG (SWIFT: DESBDE22) with
		Citibank N.A., New York (SWIFT: CITIUS33) with reference “ in favour of
		joint account no.                      of Staines Holding Inc. and (to be advised
		later)”                                           
		     
		 
 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
		including the release of deposit
		and any other payment called for in
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		accordance with the Moa
		shall be paid in full free of bank
		charges to Deutsche Schiffsbank AG,
		Domshof 
	 

	 
		17, Bremen D-28195, Tel:
		+49/421/3609263, Fax: +49/421/323539, e-mail:
		peter..zimmermann@schiffsbank.com 
 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
				  
				  Amsterdam                   
				  on
				  15-16/01/2007                     
				  
 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 the Vessels 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.
	 

	 
			
				
				  *
				

			 	
				
				  4a) and 4b)
				  are alternatives; delete whichever is not applicable. In the absence of
				  deletions, alternative 4a) to apply.
				

			 

 

	 
			
				
				  5.
				

			 	
				
				  Notices, time and
				  place of delivery
				

			 

 

	 
			
				
				  a)
				

			 	
				
				  The Sellers shall keep
				  the Buyers well informed of the Vessel's Itinerary and shall provide the Buyers
				  with 30/21/14/7/3,
				  2 , and
				  1 days notice of the estimated time of arrival at the

				  Intended place of dry-docking/underwater inspection/delivery.
				  When the Vessel is at the place of delivery and in every respect physically
				  ready for delivery in accordance with this Agreement, the Sellers shall give
				  the Buyers a written Notice of Readiness for delivery.
				

			 

 

	 
			
				
				  b)
				

			 	
				
				  The Vessel shall be
				  delivered and taken over safely afloat at a safe and accessible berth or
				  anchorage at/in a port in
				  Sellers’ option within the following ranges:
				

			 

 

	 
		- Skaw/Passero range
	 

	 
		or
	 

	 
		-Aden-Muscat-Japan range including Indonesia,
		Thailand, Malaysia, Philippines, Taiwan and China.
	 

	 
		In tho Sellers’
		option
		Vessel to be
		delivered charterfree and free of cargo. The vessel wilt be delivered upon
		completion of her present charter, but Sellers have the right to perform one,
		ballast voyage to the port of delivery, should the Sellers deem this to be
		necessary.
	 

	 
		Expected time of delivery:
		between
		01/05/2007 and 15/07/2007, actual date in Sellers’ option
	 

	 
		Date of cancelling (see Clauses 5 c), 6 b) (iii) and
		14):
		15/07/2007
	 

	 
			
				
				  c)
				

			 	
				
				  If the Sellers
				  anticipate that, notwithstanding the exercise of due diligence by them, the
				  Vessel will not be ready for delivery by the cancelling date they may notify
				  the Buyers in writing stating the date when they anticipate that the Vessel
				  will be ready for delivery and
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 
	 
		Propose a new cancelling date.
		Upon receipt of such notification the Buyers shall have the option of either
		cancelling this Agreement in accordance with Clause 14 within 3 (three)  7 runing
 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 3
		(three) 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 canceling 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)**
				

			 	
				
				  See Clause 17,
				  herein
				

			 

 

	 
		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 in presence of
				  Sellers’ and Buyers’ representatives prior to the
				  delivery of the Vessel,
				  If the Inspection is carried out at a place of delivery which is not the
				  vessel’s discharge port, same shall be performed within 24 hours of the
				  vessel’s arrival at such place of delivery and the expenses to bring the
				  vessel to this place of delivery shall be borne by the Sellers. If the
				  inspection is carried out at the vessel’s discharge port, same shall be
				  performed latest within 24 hours of completion of
				  discharge. 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. Sellers have the option to have the underwater
				  inspection performed during the vessel’s last voyage under the Charter
				  Party but not earlier than 21 days approximate prior to vessel’s
				  delivery.
				

			 

 

	 
		(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 or 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 6 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, onshore and on 
 order
		shore. All spare parts and spare equipment
		including spare tail
		and 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 and shaft(s) and spare
		propellers(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 The following additional items (including items on hire)
		are to be excluded from the
		sale: 
	 

	 
			
				
				  -
				

			 	
				
				  Bond, Provisions and Slop
				  Chest which are to be purchased by the Buyers against original
				  vouchers
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Master’s, Officer’s
				  and Crew’s personal effects including computers and videos
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Gas bottles
				

			 

 

	 
			
				
				  -
				

			 	
				
				  ISM manuals and
				  correspondence
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Complete Sellers’ voyage
				  files including all Bills of Lading, Mate’s Receipts, time sheets, voyage
				  reports, port logs, form 61, draught immersion, cargo plans, stevedore damage,
				  ventilation logs, etc.
				

			 

 

	 
			
				
				  -
				

			 	
				
				  any P and I damage/injury/etc.
				  claim correspondence
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Official log books, Buyers are
				  allowed to take copies at their expense
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Log books, deck and engine
				  maintenance records, plus current ones, Buyers are allowed to take copies at
				  their expense
				

			 

 

	 
			
				
				  -
				

			 	
				
				  All correspondence between
				  Sellers/Managers and the vessel
				

			 

 

	 
			
				
				  -
				

			 	
				
				  All voyage
				  documents
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Drydock files, Buyers are
				  allowed to take copies at their expense
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Master’s accounts up to
				  delivery
				

			 

 

	 
			
				
				  -
				

			 	
				
				  All unused note paper, this
				  includes stationery bearing the name Amazon or Bulk Atalanta or Cape Asia and
				  Transocean Maritime Agencies, the Owning Company, etc.
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Marlink unused stationery,
				  tariff book and service memoranda 
				

			 

 

	 
			
				
				  -
				

			 	
				
				  Video cassettes,
				  CD-DVD
				

			 

 

	 
		The Buyers shall take over the
		remaining bunkers at Sellers price
		mentioned in the last charter party in force before
		the vessel’s delivery
		(IFO $300/MT, MDO
		$550/MT) and unused
		lubricating oils in storage tanks and
 sealed drums and pay the
		Sellers net purchase price as
		evidenced by the submission of suppliers’ vouchers. current not 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:
		Deutsche Schiffsbank AG offices, 5-7
		St. Helen’s Place, London EC3A 6AU, Tel:
		+44/207/496 9519, Fax: +44/207/588 7036, e-mail:
		dsb.londan@schiffsbank.com 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 the appropriate
				  registry (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 or apostilled.
				

			 

 

	 
			
				
				  b)
				

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

			 

 

	 
			
				
				  c)
				

			 	
				
				  Confirmation of Class
				  issued within 72 hours prior to delivery.
				

			 

 

	 
			
				
				  d)
				

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

			 

 

	 
			
				
				  e)
				

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

			 

 

	 
		 
	 

	 
		 
	 




	 
	 

	 

	 
			
				
				  f)
				

			 	
				
				  Sellers will provide Buyers
				  with all reasonable documentation required by the competent authorities for the
				  purpose of registering the vessel. Such list of documentation is to be mutually
				  agreed upon and incorporated into the MOA .or if not agreed at time of signing
				  the MOA it will form an addendum to the MOA;
				

			 

 

	 
		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 in substantially the same condition as when
		inspected
		as she was at the time
		of inspection, fair
		wear and tear excepted. The burden of
		proof to the contrary shall rest with the Buyers.
	 

	 
		However, the Vessel shall be
		delivered with her class maintained without recommendations with the exception of ABS class
		recommendations no 336 and 337 and ABS statutory deficiency no 348, as per ABS
		definitions,
		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 for a period of
		3 (three) months.
	 

	 
		“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 fall 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 the next
		convenient 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.
		These representatives will be
		accomodated on board as Officers and provided fare at the Captain’s table
		at Buyers’ risk and at the expenses of US$ 10 per man per
		day.
	 

	 
			
				
				  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.
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Clauses 17 to 21 shall be deemed to
		form an integral part of this agreement.
	 

	 
		Clause 17
	 

	 
		Pursuant to Clause 6 b herein, the
		Buyers have the right to undertake inspection of vessel’s underwater parts
		using a diver approved by the Classification Society, in water, which in
		class’ opinion is sufficiently clear to carry out the inspection. 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
		or prior to the delivery port. Should any damage to vessel’s underwater
		parts, affecting Class, be discovered during the diver’s inspection, then
		the cancelling date for delivery of the vessel to the Buyers will be
		automatically extended to allow the vessel to effect repairs to the
		satisfaction of the Classification Society.
	 

	 
		In the event that following the
		Diver’s inspection, Class imposes a condition of class but the vessel is
		not required to drydock before, her next scheduled drydocking, then the Sellers
		shall pay to the Buyers the estimate cost to repair such damage in a way which
		is acceptable to the vessel’s class and which shall be the direct cost of
		the repair for such damage only and to be based on an average quotation given
		by two reputable independent and local repair yards at the port of delivery or
		nearby, one chosen by the Buyers and one by the Sellers. 
	 

	 
		The amount as agreed shall be deducted
		from the balance of the purchase price.
	 

	 
		Clause 18
	 

	 
		The Sellers confirm that, to the best
		of their knowledge, the vessel is not blacklisted by the Arab Boycott League in
		Damascus.
	 

	 
		Clause l9
	 

	 
		This sale is to be kept strictly
		private and confidential except where required by statutory or stock listing
		requirements.
	 

	 
		Clause 20
	 

	 
		The vessel to be delivered free of
		recorded port state control deficiencies.
	 

	 
		Clause 21
	 

	 
		This sale is subject to Buyers
		BOD/Financing which to be declared not later than 9th March,
		2007.
	 

	 
		This agreement is drawn up in two
		originals of even tenor and date one to be retained by each
		party.
	 

	 
		 
	 

	 
			
				
				  For the
				  Sellers
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  For the
				  Buyers
				

			 
	
				
				  STAINES HOLDING INC.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 /s/ Illegible
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /s/ Illegible
				

			 
	
				
				  Attorney-in-fact

				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Addendum no 1 to
		Memorandum of Agreement
	 

	 
		STAINES HOLDING INC /
		CARDIFF MARINE INC
	 

	 
		dated 22nd January
		2007
	 

	 	
			 
				 
			 

		  


	 
		This Addendum, dated
		12th March 2007, is entered into by and between STAINES HOLDING INC, as Sellers of the m.v Amazon (the “Vessel”)
		and CARDIFF MARINE
		INC, as Buyers of the
		Vessel, by virtue of a Memorandum of Agreement (the “M.O.A”) dated
		22nd January 2007.
	 

	 
		With reference to Clause 21 of
		the M.O.A., and following Buyers’ request to extend the period for
		Buyers’ Board of Directors / Financing to lift subjects for this sale,
		Sellers agreed to postpone the maximum date of 09th March 2007 as
		mentioned in the M.O.A. for Buyers’ lifting subjects, to 27th
		April 2007 the latest.
	 

	 
		All the other terms and
		conditions of the above mentioned Memorandum of Agreement shall remain
		unaltered and in full force and effect.
	 

	 
		This Addendum No 2 is issued in
		two (2) originals, one for the Sellers and one for the Buyers.
	 

	 
		IN WITNESS WHEREOF this
		Addendum No. 2 has been executed the day and year above referred to by the duly
		authorized representatives of the parties hereto.
	 

	 
		 
	 

	 
			
				
				  For and on behalf of
				  the Sellers
				

			 	 	 	
				
				  For and on behalf of
				  the Buyers
				

			 
	 	 	 	 
	
				
				  STAINES HOLDING
				  INC.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CARDIFF MARINE
				  INC.
				

			 
	
				
				  
 /s/ P.
				  Pinto
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /s/
				  Illegible
				

			 
	
				
				  Name: P. PINTO
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Illegible
				

			 
	
				
				  Title:
				  Attorney-in-fact
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				  Attorney-In-Fact.