Exhibit 10.2 Memorandum of Agreement


    
      

    


                                                                                            Exhibit
      10.2

     

     

    
                                                                          Norwegian
        Shipbrokers’ Association’s Memo-

                                                                          randum
        of Agreement
        for sale and purchase of

                                                                          ships.
        Adopted by the
        Baltic and International

                                                                          Maritime
        Council
        (BIMCO) in 1956.

                                                                               
       Code-name

                                                                                    SALEFORM
        1993

                                                                                Revised
        1966, 1983 and
        1986/87.

       
MEMORANDUM
      OF AGREEMENT

     

    Dated:
      10th
      July
      2006

     

     

     

    hereinafter
      called the Sellers, have agreed to sell, and

     

    hereinafter
      called the Buyers, have agreed to buy

     

    Name:
      

     

    Classification
      Society/Class: 

     

    Built:                                 By: 

     

    Flag:              
                                     Place
      of
      Registration: 

     

    Call
      Sign:                                                 
      Grt/Nrt: 

     

    Register
      Official Number:                            
   IMO
      Number: 

     

    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 22 of this Agreement.

     

    “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$

            


    

     

    2.  Deposit
      -
See Clause
      17

     

    3.  Payment
      - See Clause
      18

     

    4.  Inspections
      -
      See Clause
      19

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    5.  Notices,
      time and place of delivery

     

    The
      Vessel shall be delivered charter free, safely afloat at a safe berth or buoy
      or
      anchorage at a safe port or in a drydock worldwide but always within IWL in
      Sellers’ option.

     

    Vessel’s
      expected time of delivery
      between            
  200
       and          
 200
       in Sellers’ option but with canceling
      date            
 200
      .

     

    The
      Vessel shall be delivered with swept holds at the time of delivery. The Sellers,
      however, have the option to leave the holds as they are left by stevedores
      without holds cleaning after completion of discharging by paying to the buyers
      US$             
 lumpsum in lieu of holds cleaning.

     

    The
      Sellers shall give the Buyers 20/15/10/7/3/1 approximate days notice of the
      expected date and place of delivery. The Buyers shall take delivery of the
      Vessel within three (3) business days (i.e. days on which banks are open both
      in
      the country of currency of the Purchase Price and in the place of closing)
      after
      the Sellers have tendered to the Buyers a Notice of Readiness for Delivery,
      the
      date of tendering such notice being inclusive if same is a banking day. The
      Notice of Readiness for Delivery shall be submitted by the Sellers to the Buyers
      (anytime, day and night including Saturday, Sunday and holidays). Notice of
      Readiness after 5:00 PM on any business day or on a Saturday, Sunday or holiday,
      such notice of readiness will not be effective until 9:00 AM on the next
      business day in New York.

     

    
      	
              a)

            	
              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 2 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 2 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 2nd
                paragraph of line 52 as modified by
                Sellers.

            


    

     

    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.

     

    
      	
              b)

            	
              Should
                the vessel become an actual, constructive or compromised total loss
                before
                delivery the deposit together with interest earned shall be released
                immediately to the Buyers whereafter this Agreement shall be null
                and
                void.

            


    

     

    6.  Drydocking/Divers
      Inspection - See Clause
      20

     

    7.  Spares/bunkers,
      etc. - See Clause
      21

     

    8.  Documentation
      - See Clause
      22

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    9.   
      Encumbrances
      - See Clause
      23

     

    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 - See Clause
      24

     

    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 17 of this
      Agreement, 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 18
      of
      this Agreement, 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
      2nd
      paragraph of line 52 as modified by Sellers 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
      22 of
      this Agreement. If
      after
      Notice of Readiness has been given
      but
      before the Buyers have taken delivery, the Vessel ceases to be ready for
      delivery and is not made ready again by the date stipulated in 2nd
      paragraph of line 52 as modified by Sellers 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
      2nd
      paragraph of line 52 as modified by Sellers or fail to be ready to validly
      complete a legal transfer as aforesaid they shall make due compensation to
      the
      Buyers for their loss to be limited to the difference between the MOA price
      and,
      if higher, the open market price of the Vessel at the Time of the Sellers’
Default and not to include losses of profits, earnings, losses of opportunity
      or
      other claims relating to the intended employment of the Vessel and for all
      expenses reasonably incurred together with interest if their failure is due
      to
      proven Sellers’ negligence and whether or not the Buyers cancel this
      Agreement.

     

    15.  Buyers’
      representatives - See Clause
      25

     

     

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

    16.  Arbitration
      - See
      also Clause
      26

     

    
      	
              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,
                1979
                and 1996 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.

            


    

     

     

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    Additional
      Clauses to the Memorandum of Agreement

    Dated
      10th
      July
      2006                      
 

     

    17.  Deposit

     

    As
      security for the correct fulfillment of this Agreement, the Buyers shall pay
      a
      deposit of ten (10) percent of the Purchase Price (the “Deposit”), within two
      (2) New York banking days from the date that the Buyers and Sellers sign this
      Memorandum of Agreement (MOA) and the same is exchanged by fax, into a joint
      interest bearing account in the name of the Sellers and the Buyers
      with                                              
 Bank,                                                                          
:

     

    
      	
              To:

            	
              :

            	
               

            


    

                 Swift
      Code:


     

    
      	
              Favour:

            	
              :

            	
               

            


    

                   
      Swift Code: 

                    

     

    For
      further beneficiary: 

                      (Buyers)

    Acct
      Number:         

     

    
      	
              Ref

            	
              :

            	
               

            


    

                    

     

    MOA
      shall
      be first signed by fax on the same day agreement is reached and later signed
      in
      original. Release of the Deposit will take place in accordance with the
      instructions of both the Sellers and the Buyers.

     

    Interest,
      if any, on the Deposit shall be for the Buyers’ account.

     

    18.  Payment

     

    The
      Buyers shall pay the said Purchase Price in cash in full free of bank charges
      to
      Sellers’
Bank                                           
Bank,                                                                                     
:

     

    
      	
              To:

            	
              :

            	
               

            


    

                    

     

    
      	
              Favour:

            	
              :

            	
               

            


    

                    

                    

     

    For
      further beneficiary:     

    
      	
              Acct
                Number:

            	 	 	
               

            


    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Ref     :   

                 

     

    on
      delivery of the Vessel, but not later than 3 banking days after the Vessel
      is in
      every respect physically ready for delivery in accordance with the terms and
      conditions of this Agreement and Notice of Readiness has been given in
      accordance with clause 5.

     

    The
      balance of ninety (90) percent of the Purchase Price (the “Balance”) and other
      extra money for bunkers and luboils and whatsoever payable by the Buyers
      hereunder (the “Extra”) shall be remitted to an account in the name of the
      Buyers or their financing Bank with Sellers’ bank, as above, immediately after
      the Notice of Readiness as per clause 5 of these terms but not later than one
      (1) New York banking day prior to the designated date of delivery of the
      Vessel.

     

    The
      said
      Balance and the Extra shall be released in favour of the Sellers together with
      the Deposit on the signing of the Protocol of Delivery and Acceptance, by
      authorized persons of both the Sellers and the Buyers, on the delivery date
      of
      the Vessel.

     

    Any
      charge or fee requested by the Buyers’ Bank on remitting the Deposit, the
      Balance and the Extra shall be borne by Buyers. Any charge or fee requested
      by
      the Sellers’ Bank on holding/lifting the Deposit, the Balance and the Extra
      shall be borne equally by the Sellers and the Buyers.

     

    The
      Buyers and the Sellers shall take necessary banking procedures required by
      the
      Sellers’ Bank to open the accounts relevant to the above transactions
      immediately after completion of signing the MOA by fax.

     

    Closing
      and exchange of delivery documents shall take place at the premises of Calyon
      Corporate and Investment Bank in Piraeus. Any charge or fee requested by
      Sellers’ Bank in relation to the documentary closing shall be borne equally by
      the Sellers and the Buyers.

     

    19.  Inspections

     

    The
      Buyers have
      inspected                                   
 at                                           
 on
      the                        
 200
       and have fully accepted the Vessel. The buyers have inspected and accepted
      the vessel’s classification records.

     

    Therefore
      this sale is outright and definite subject only to the terms and conditions
      of
      this Agreement.

     

    20.  Drydocking/Divers
      Inspection

     

    No
      Drydocking shall apply, however, prior to the delivery of the Vessel, the
      Buyers, at their risk and account and without interference to the Vessel’s
      normal operation, have the right to carry out at the port of delivery an
      inspection of under-water parts of the Vessel by divers approved by Vessel’s
      class in the presence of class surveyor with Buyers’ right to attend with one
      representative, whose name to be declared one day prior inspection, without
      interference at the video monitor or in any way with class surveyors
      work.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    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.

     

    In
      this
      case, the Class surveyor to be appointed by the Sellers, however, the expenses
      to be for the Buyers’ account. Buyers are not entitled to make contact direct
      with class for said survey. Buyers’ failure to perform such inspection within 48
      hours after the Vessel will become available for such inspection by notice
      of
      the Sellers shall be a waiver of their right to inspect underwater
      parts.

     

    Should
      any damage affecting class be found by class surveyor in under-water parts
      and
      class approves postponement of repair of such damage until Vessel’s next
      periodical drydock or survey, then the Sellers have the option to repair same
      to
      class’s satisfaction or to agree a sum of money with the Buyers which shall be
      deducted from the purchase price at the time of closing by way of compensation.
      This sum shall be either mutually agreed or be based upon the average of 2
      (two)
      shipyard quotations, obtained one by the Sellers, one by the Buyers, such
      quotations to be obtained within two banking days as of class surveyor’s report.
      Such shipyard to have its own factory which can accommodate similar size vessel
      for repair and located in the delivery place or nearby. It is understood by
      both
      parties that the amount of the monetary settlement is confined to direct repair
      cost only and does not include indirect cost such as drydocking fee, general
      expenses, deviation cost, off hire and other costs whatsoever and that such
      amount of the monetary settlement is deducted from the Purchase Price at the
      time of delivery. If present class requires repair of such damage before the
      next periodical drydocking or survey, then the Sellers shall repair it to
      class’s satisfaction at their account prior to delivery, at such available place
      at Sellers’ option in such case the canceling date shall be extended by the
      additional number of days required for such repair including drydocking, waiting
      time for drydocking, deviation etc.

     

    In
      the
      event that the Vessel is drydocked, the Buyers have the right to clean and
      paint
      the underwater parts below the summer load line at the Buyers’ risk and account
      without interfering with the Sellers’ or Vessel’s class work and without
      affecting the smooth and timely delivery of the Vessel [ but in any case, the
      tailshaft shall not be drawn]. [The Buyers shall have the right to inspect
      the
      tailshaft at their own expense and risk as per class requirements.]

     

    If,
      however, the Buyers’ work in drydock is still in progress when the Sellers have
      completed their work, the Sellers have the right to tender the Notice of
      Readiness for Delivery whilst the Vessel is still in drydock and the Buyers
      are
      obliged to take delivery of the Vessel immediately after such Notice of
      Readiness tendered, whether the Vessel is in drydock or not. Any extra time
      and
      cost for the additional drydocking incurred by reason of such Buyers’ work shall
      be at the Buyers’ risk and account.

     

    The
      Class
      shall be the sole arbitrator as to whether (a) underwater damage, if any,
      affects Vessel’s Class and when same has to be repaired or (b) the repair works
      carried out following the finding of any damage are satisfactory.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
 

    21.   
      Spares / Bunkers, etc.

     

    The
      Vessel shall be delivered with everything belonging to her on board and on
      shore, used or unused, including all spare parts and spare equipment, stores,
      radio installations and navigational equipment.

     

    Excluded
      from this sale are personal effects of Master, Officers and Crew including
      slop
      chest, HOLY ICONS, MASTER’S FILES, ALL MASTER’S CORRESPONDENCE RELATING TO CARGO
      CLAIMS, ISM AND ISPS MANUALS/SUPPORTING PUBLICATIONS AND SMC, SOPEP MANUAL
      ETC
      OXYGENE/ACETYLENE/R22 GAS BOTTLES, DOCUMENTS, FORMS RELATED TO PRESENT
      OWNERSHIP, DOCUMENTS WHICH HAVE TO BE RETURNED TO THE AUTHORITIES, COMPUTER
      SOFTWARE, log books, files, original certificates which must be surrendered
      to
      authorities and hired or third party’s items, which shall be taken ashore by the
      Sellers upon or before delivery of the Vessel.

     

    Vessels
      hired/third party/excluded items are as follows: 

    Marichem
      Gas Bottles (Oxygen - Acetylene)

     

    Buyers
      to
      pay extra for remaining bunkers at the following prices:

     

    For
      IFO
      380 CST, IFO 180 CST and MDO at the Published Platts Oilgram price issued at
      the
      port close to delivery three (3) banking days prior to the expected date of
      delivery and unused luboil that have not passed through vessel’s system in
      designated storage tanks and sealed drums only at owners last net contract
      prices evidenced by vouchers.

     

    Quantities
      of bunkers / lubricants to be measured / agreed jointly between the Sellers
      and
      the Buyers’ representatives at least 3 days prior delivery however the consumed
      quantities from the date of measurement until the time of delivery to be
      deducted from the findings at the time of measurement.

     

    22.  Documentation

     

    The
      Buyers and the Sellers will deliver to each other the documents described in
      Addendum No. 1 attached hereto concurrently with the payment of the
      purchased price by the Buyers to the Sellers.

     

    All
      plans, drawings and instruction manuals (excluding ISM manuals etc) which are
      on
      board shall be delivered to the Buyers’ Master as they are upon delivery of the
      Vessel.

     

    All
      remaining plans, drawings and instruction manuals in the Sellers’ possession
      shall be forwarded to the Buyers’ main office after delivery. Forwarding
      charges, if any, shall be for the Buyers’ account.

     

    Logbooks
      shall be retained by the Sellers. However the Buyers have the right to take
      photocopies of same before delivery at the Buyers’ cost with the Master’s
      approval.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    23.   
      Encumbrances

     

    The
      Vessel shall be delivered free from all encumbrances and maritime liens,
      mortgages or any other debts whatsoever at the time of delivery.

     

    Note:
      The
      mortgage existing on the Vessel shall be lifted simultaneously with the release
      of the Purchase Price.

     

    24.  
      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 present class maintained without
      outstanding condition/recommendation, free of average damage affecting the
      Vessel’s class with Notes/Notations as per class records at the time of
      delivery, and with her National/International trading certificates valid for
      a
      period of 1 (one) month at the time of delivery [except as follows:

     

    Intermediate
      Survey as on current class records due between 30th
      May 2006
      to 30th
      November
      2006, all Annual Surveys as on current class records due between 30th
      May 2006
      to 30th
      November
      2006, Propeller Shaft Survey as on current class records due 31st
      January
      2007, Cargo Handling Appliances Annual Thorough Survey as on current class
      records due 26th
      October
      2006].

     

    Continuous
      machinery survey cycle up to date at the time of delivery.

     

    25.  Buyers’
      representatives

     

    After
      signing the MOA and lodging the Deposit the Buyers have the right to place
      two
      (2) representatives onboard the Vessel strictly as observers only for
      familiarization purposes. Such representatives shall stay on board at the
      Buyers’ risk and account and shall always remain under the Master’s command
      without any interference in the Vessel’s operation and her
      schedule.

     

    Indemnity
      letters, as per Sellers’ P & I form, from each Buyers’ representative and
      from the Buyers satisfactory to the Sellers shall be provided to the Sellers
      before the above representatives’ boarding.

     

    The
      Buyers to pay US$ 10.00 per person per day for meals charge and to pay actual
      cost for cable charges etc.

     

    26.  Arbitration

     

    Arbitration
      in London under the 1996 Arbitration Act, English law shall apply, otherwise
      as
      per NSF 1993 Clause 16 a).

     

    27.    All
      details of these negotiations and any eventual sale shall be kept strictly
      private and confidential among all parties concerned.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    28.  
      Entire
      agreement

     

    These
      terms constitute the entire agreement between the parties and supersede and
      replace any prior written or oral agreements, representations, statements or
      understandings. Each party confirms that it has not entered into these terms
      on
      the basis of any representation or statement which is not expressly incorporated
      herein.

     

    29.  Sale
      enbloc

     

    Further
      to clause 17 of this Agreement, the sale of this Vessel is enbloc with the
      sale
      of the other Vessels and none of the Vessels can be sold to the Buyers unless
      all three Memoranda of Agreement, one for each Vessel, have been agreed in
      full
      and duly signed by both parties. It is furthermore agreed that all Vessels
      cannot be delivered simultaneously.

     

    
      	
              Signature
                of Seller

               

            	
              Signature
                of Buyer

               

            
	
                                        
                                           

               

               

            	
                                        
                                             

               

               

               

            


    

     

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

        
        

      

    



    ADDENDUM
      NO. 1 TO MEMORANDUM OF AGREEMENT


     

    DATED
      JULY 10th,
      2006


     

    between


     

    
 

     

    And

     

    
 

     

    SALE
      OF THE MOTOR VESSEL          


     

    The
      Seller and the Buyer agreed that each party will deliver the documents described
      hereunder at the time the Vessel is delivered in compliance with the Memorandum
      of Agreement.

     

    DOCUMENTS
      TO BE PROVIDED BY THE SELLER

     

    
      	1.  	
              Bill
                of Sale transferring title of the Vessel to the Buyer free from all
                encumbrances, maritime liens, or any other debts whatsoever, authenticated
                as described in paragraph No. 5.

            


    

     

    
      	2.  	
              Resolutions
                of the Board of Directors authorizing the sale of the Vessel to the
                Buyer
                pursuant to the terms and conditions of the MOA, and authorizing
                a
                director or attorney-in-fact to sign and deliver the closing documents
                required under the Memorandum of Agreement (MOA), authenticated as
                described in paragraph No. 5.

            


    

     

    
      	3.  	
              Resolutions
                of the Shareholders certified as true and correct by a Director of
                the
                selling company authorizing the sale of the Vessel to the Buyer pursuant
                to the terms and conditions of the MOA, and authorizing a director
                or
                attorney-in-fact to sign and deliver the closing documents required
                under
                the MOA, authenticated as described in paragraph No.
                5.

            


    

     

    
      	4.  	
              Power
                of Attorney, if the Bill of Sale and other delivery documents will
                be
                signed by an attorney-in-fact, authenticated as described in paragraph
                No.
                5.

            


    

     

    
      	5.  	
              Bill
                of Sale to be executed and notarially attested and authenticated
                with
                Apostille in the US. The same will apply for the remaining corporate
                documentation, Minutes and POA, if executed in the
                US.

            


    

     

    
      	6.  	
              Transcript
                of Register issued by the Registrar of Malta Ships, in facsimile copy
                duly authenticated by the Malta Cousul in Piraeus, not before one
                banking day prior to the delivery of the Vessel as evidence that
                the
                Vessel is (i) registered in the name of the Seller, and that (ii)
                is free
                from mortgages or other registered encumbrances with the exception
                of any
                mortgages in favour of the current mortgagee of the Vessel. The Buyer
                will
                accept a facsimile copy of a new Transcript of Register issued on
                the day
                the Vessel

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

      
      is
        delivered by the Seller to the Buyer evidencing that the Vessel at the time
        of
        its delivery to the Buyer is free from any registered encumbrances. The Seller
        will deliver the original Transcripts of Register to the Buyer within five
        (5)
        days thereafter, or on the delivery date to an agent in Malta nominated by
        the
        Buyer.

    

     

    
      	7.  	
              Confirmation
                of Class Certificate issued by the Vessel’s classification society dated
                not before one banking day prior to the delivery of the Vessel by
                the
                Seller to the Buyer, confirming that the Vessel is in Class without
                outstanding recommendation or condition affecting
                Class.

            


    

     

    
      	8.  	
              Commercial
                Invoice describing the Vessel, the date of the MOA and the purchase
                prices.

            


    

     

    
      	9.  	
              Protocol
                of Delivery and Acceptance.

            


    

     

    
      	10.  	
              Certificate
                of Corporate Good Standing issued by the Registrar of Companies of
                Malta.

            


    

     

    
      	11.  	
              Seller’s
                letter of confirmation that to the best of their knowledge the
                Vessel:

            


    

     

    
      	(i)  	
              has
                not sustained grounding damage to her underwater parts since the
                delivery
                to present Owners; and

            


    

     

    
      	(ii)  	
              is
                not black listed by any government, state, country or political
                subdivision since delivery to present
                Owners.

            


    

     

    
      	12.  	
              Letter
                of Undertaking to delete the Vessel from the Malta Registry of Ships
                and
                to deliver to the Buyer a copy of the closed Transcript of Register
                within
                ten (10) business days after the closing
                date.

            


    

     

    
      	13.  	
              Instructions
                to the bank holding the joint deposit of ten percent of the purchase
                price
                authorizing payment to the Seller, and payment of accrued interest
                to the
                Buyer.

            


    

     

    
      	14.  	
              Within
                seven days after the MOA has been signed, the Seller will deliver
                to the
                Buyer copies of the following
                documents:

            


    

     

    
      	(i)  	
              Vessel’s
                Certificate of Registry;

            


    

    
      	(ii)  	
              International
                Tonnage Certificate;

            


    

    
      	(iii)  	
              SOLAS
                Safety Radio Certificate;

            


    

    
      	(iv)  	
              SOLAS
                Safety Construction Certificate;

            


    

    
      	(v)  	
              SOLAS
                Safety Equipment Certificate; and

            


    

    
      	(vi)  	
              Loadline
                Certificate

            


    

     

    
      	15.  	
              Notwithstanding
                anything to the contrary contained herein, the Seller will provide
                such
                documents reasonably and commercially required in form acceptable
                to the
                government that the Buyer intends to register the
                Vessel.

            


    

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

      
      DOCUMENTS
        TO BE PROVIDED BY THE BUYER

    

     

    
      	a.  	
              Resolutions
                of the Board of Directors and the consent of the Shareholder authorizing
                the purchase of the Vessel from the Seller pursuant to the terms
                and
                conditions of the MOA, and authorizing an officer(s) or attorney-in-fact
                to sign and deliver any closing documents required under the MOA,
                duly
                acknowledged by a notary public and authenticated by
                Apostille.

            


    

     

    
      	b.  	
              Power
                of Attorney if the closing documents will be signed by an attorney-in-fact
                duly acknowledged by a notary public and authenticated by
                Apostille.

            


    

     

    
      	c.  	
              Protocol
                of Delivery and Acceptance.

            


    

     

    
      	d.  	
              Instructions
                to the bank holding the joint deposit of ten percent of the purchase
                price
                authorizing payment to the Seller, and payment of accrued interest
                to the
                Buyer.

            


    

     

    
      	e.  	
              Corporate
                good standing certificate issued by the Marshall Islands Registrar
                of
                Companies.

            


    

     

    REQUIREMENTS
      TO BE OBSERVED BY THE SELLER AND THE BUYER

     

    (i)  All
      documents must be in the English language. Any documents which are not in the
      English language
      must be accompanied by a duly certified translation into English, and must
      be
      authenticated as
      required
      by paragraph 5.

     

    (ii)  Except
      for documents identified as 6 and 7, the Seller and the Buyer will exchange
      draft copies of the
      closing documents described herein not later than 7 business days prior to
      the
      estimated closing date.

     

    
      	
              Signature
                of Seller

               

            	
              Signature
                of Buyer

               

            
	
                                    
                                           

               

               

            	
                                     
                                         

               

               

               

            


    

    
 

     

     

     

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