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Memorandum of Agreement

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers? Association?s Memo-

randum of Agreement for sale and purchase of

ships adopted by The Baltic and International

Maritime Council (BIMCO) in 1956

Revised 1966, 1983 and 1986/87

Dated: 12^th June 2007

Windermere Shipping Pte Ltd of Singapore hereinafter called the Sellers, have agreed to sell, and MC Shipping Inc or it?s guaranteed nominee

hereinafter called the Buyers, have agreed to buy

Name: ?WINDERMERE?

Classification Society/Class: Nippon Kaiji Kyokai (Class NK)

Built: 1995

By: Asakawa Shipbuilding Co. Ltd.

Flag: Singapore

Place of Registration: Singapore

Call sign: 9VRE

GRT/NRT: 5,752 tons / 1,763 tons

~~Register~~ Official number: 386200

hereinafter called the Vessel, on the following terms and conditions:

"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$ ,12,400,000 (United States Dollars Twelve Million Four Hundred Thousand). 1 (one) percent sale commission to be paid by Seller to E.A Gibson Shipbrokers Ltd.

As a security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within 3(three) London banking days from the ~~date~~ time of this Agreement has been signed by both parties and exchanged by fax. This deposit shall be placed with the Sellers nominated bank

and held by them in a an interest bearing joint account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and Buyers. Interest, if any, to be credited to the Buyers, Any fee charged for holding said deposit shall be borne equally by the Sellers and the Buyers. Bank charge for remitting the deposit from the joint account to the Sellers account to be borne by the Buyers.

The said Purchase Price shall be paid in full free of bank charges to the Sellers nominated bank:- The Iyo Bank Ltd, Hashihama Branch, 1-1-4 Hashiama, Imabari, Ehime Pref., Japan. Telephone: +81 898 419023. Facsimile: +81 898 416150. PIC: Mr Yoshimasa Ohkuma. Account name: Windermere Shipping Pte Ltd. Account No: 8101034 (US$)

In cash on delivery of the vessel, but not later than 3 (three) London 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.

a)*	The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in Belem on 29^th May 2007 and have accepted the Vessel following this, and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

b)*

~~The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within~~

~~The Sellers shall provide for inspection of the Vessel at/in~~

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within 72 hours after completion of such inspection.

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