Vessel : M.V. TAMARUGAL (Panama Flag 26,098GRT / 46,709DWT type Bulk Carrier Classed NK Built 2000 at Kanasashi Co.

, Ltd. , Japan) Sellers : Tri-Rock Navigation, S.A.Panama Buyers : ____________________ of ___________ 1. Price : US$ ____________________ ("Purchase Price") in cash less total ____ % commission. (If Buyers critically wish to have Buyers address commission included in above total commission, then such Buyers address commission, if any, shall be duly declared at the time of initial firm offer and shall be eventually deducted from the amount of the Balance Money stated hereunder at the time of Buyers remittance of the Balance Money.) Payment : The Buyers shall remit a deposit of twenty (20) percent (%) of the Purchase Price ("Deposit") by telegraphic transfer ("T/T") to an account in the joint name of the Sellers and the Buyers at a bank in Japan to be nominated by the Sellers ("Sellers Bank") which Deposit shall be confirmed as lodged at the Sellers Bank within three (3) banking days from the day of Buyers' signing of an agreed Memorandum of Agreement ("MOA") by fax which Buyers' fax signature shall be completed within two (2) working days (Saturday, Sunday and Holidays excluded) after Sellers' dispatching Sellers' signed agreed MOA by fax or scanned e-mail to the Buyers. The balance of eighty (80) % of the Purchase Price together with estimated amount of Bunkers (i.e. IFO/MDO) and Lubricating Oils to be remaining on board based on Master's estimated figures and other money payable by the Buyers to the Sellers under the MOA ("Balance Money") shall be remitted by the Buyers by T/T to an account in the name of the Buyers at the Sellers Bank or shall be remitted directly to the Sellers Bank by conditional payment not later than three (3) banking days prior to the expected date of delivery of the vessel. Both the Deposit and the Balance Money shall be released/paid to the Sellers by the Sellers' presentation to the Sellers Bank of either an original or fax copy or photocopy of 'Protocol of Delivery and Acceptance' duly signed by both the Sellers and the Buyers authorized representatives only. Interest on the Deposit and the Balance Money, if any, shall be credited to the Buyers. Any charge from the Buyers bank including intermediate bank(s), if any, incurred for remitting the Deposit and the Balance Money shall be for the Buyers' account. Bank shall be equally shared by the Sellers and the Buyers. The Buyers shall promptly sign and arrange those documents as reasonably requested by the Any fees including holding/lifting charges for both the Deposit and the Balance Money requested by the Sellers

Sellers Bank in order to open/close those accounts required for above monetary transaction. 2. The vessel has been duly accepted by the Buyers as result of superficial inspection of the vessel carried out during 2nd July 2010 at Nantong, China, and the vessels class records. Therefore this sale is outright without further inspection by the Buyers and/or any other parties on or before delivery of the vessel except divers inspection as provided in Clause 5 hereof. 3. The Sellers shall deliver the vessel to the Buyers charter free, safely afloat at a safe berth or a safely accessible anchorage in a safe port or at drydock in the range of Japan/Singapore in the Sellers' option not before 20 September 2010 but not later than 20 November 2010 in the Sellers' option with 20 November 2010 as cancelling date in the Buyers' option. The Sellers shall give the Buyers 30/20/10 days approximate notice of probable port and expected date of the vessel's readiness for delivery. The Buyers shall take delivery of the vessel within three (3) banking days after the Sellers have tendered to the Buyers a 'Notice of Readiness for Delivery' ("NOR") in accordance with the terms and conditions of MOA, the date of tendering such NOR inclusive. The amount of liquidated damage to be stated in line 89 of clause 7 of NIPPONSALE 1993 shall be US$40,000/day but replace ten (10) with three (3) in line 90 of same clause. 4. The vessel shall be delivered to the Buyers strictly on as she is condition basis but substantially in the same condition as when inspected by the Buyers, fair wear and tear excepted. The Burden of proof as to any difference in condition between the time of the Buyers' inspection and the time of delivery shall always rest with the Buyers. All of her class certificates, national and international trading certificates shall be delivered as they are which may include notes on her class survey status but otherwise shall be clean, unextended and valid at the time of delivery. The Sellers shall also provide the Buyers with Class Maintenance Certificate to be issued by Class NK (Nippon Kaiji Kyokai) dated not more than five (5) Japanese working days (Saturday, Sunday and Holidays excluded) prior to the expected date of delivery showing that, on the basis of the review of the vessels survey records filed in the Class head office, the Vessel's class is maintained without outstanding recommendations. The vessel shall be delivered with swept cargo holds, however, the Sellers have an option to leave cargo holds as they are as left by stevedores without holds cleaning after completion of discharging by paying US$4,000 to the Buyers at the time of closing in lieu of holds cleaning.

5.

No drydocking clause shall be applied, however, the Buyers shall have the right to carry out, at the Buyers' risk and account, inspection of underwater parts of the vessel, always without interference with the vessel's operation/schedule, by divers approved by present class in the presence of the class surveyor and the Buyers' and the Sellers' representatives at delivery port as soon as practically possible after the vessel entered in delivery port, provided that the Buyers shall declare to exercise such right with confirmation of their appointed divers company's full style latest by seven (7) days prior to the expected date of readiness for delivery. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the class. If visibility of waters at the port of delivery is judged by the class being unsuitable for such inspection, the Sellers shall make the vessel available at a suitable alternative place near to the delivery port. Divers shall be appointed by the Buyers and the class surveyor shall be appointed by the Sellers both at the Buyers' account. Should any part of the vessel's underwater parts be found defective so as to affect the vessel's present class, then the Sellers shall pay for the cost of the underwater inspection including the class surveyor's attendance fee. If any damage affecting present class be found out in underwater parts of the vessel but the class approve postponement of repair of such damage up to the class' next periodical drydock, then the Sellers shall have the option to repair same to the class' satisfaction or to make monetary settlement based on quotation issued by reputable shipyard which to be mutually agreed between the Sellers and the Buyers. It is understood by the Sellers and the Buyers that the amount of monetary settlement is confined to direct repair cost only and does not include indirect cost such as drydocking fee, general expenses, deviation and off hire etc. If present class requires repair of such damage prior to the class next periodical drydock, the Sellers shall repair it up to the class' satisfaction at the Sellers' account immediately. In such case the lines 69-75 of the clause 6 of NIPPONSALE 1993 shall be reinstated with logical amendments and the cancelling date shall be extended by the corresponding number of days lost due to such repair including drydocking, waiting time for drydocking and deviation, if any. In the event that the vessel to be drydocked, the Buyers have the right to clean and paint the underwater parts at the Buyers' risk and account, subject to the Sellers consent, without interference with the Sellers' and/or the class surveyors' works whilst the vessel is in drydock. If the Buyers' work not completed by the time that the Sellers have completed their works, then the Sellers shall have the right to tender NOR and deliver the vessel to the Buyers while the vessel is still in drydock. Any extra time incurred in drydock by reason of the Buyers' works shall be for the Buyers' account.

6.

The vessel shall be delivered with everything belonging to the vessel on board including used

and/or unused stores, spare parts, radio equipments and navigational aids except the Sellers personal computers with software used for e-mail communication and ships management at the time of delivery. Provisions and bonded stores shall be settled by cash between the present vessels captain and the Buyers in-coming captain prior to delivery. Spare parts shall be at least as per present class' minimum requirements applicable to the vessel. The vessel has neither spare propeller nor spare tail-end shaft. Excluded from this sale are personal effects of Master, Officers and crew including slop chest, log books, ISM manuals, SSP (Ship Security Plan), original certificates to be returned to competent authorities and hired or third party's items to be listed up before the delivery and to be taken ashore by the Sellers on or before the delivery of the vessel : 7. The Buyers shall take over and pay extra only for remaining Bunkers (i.e. IFO/MDO) and unused lubricating/hydraulic/grease oils in tanks, drums and cans onboard at the time of delivery. Remaining Bunkers to be paid at Sellers net purchase price supported by latest time charterers' redelivery invoices and/or agreement, and Lubricating Oils to be paid at the Sellers' net purchase prices supported by vouchers. Exact quantities of remaining Bunkers and Lubricating Oils at the time of delivery shall be sounded and fixed by and between the Sellers' and the Buyers' representatives on an estimation basis latest by two (2) days prior to the expected date of delivery of the vessel. 8. The vessel shall be delivered free from mortgages, encumbrances, maritime liens or any other debts whatsoever at the time of delivery. 9. At the time of delivery/closing the Sellers shall provide the Buyers with delivery documents which details to be discussed by both parties taking Buyers' reasonable requirement for the purpose of registration of the vessel under the Buyers' intended flag into consideration and the list of delivery documents shall be mutually agreed later and to be incorporated into MOA as an addendum. 10. Pre-Closing Meeting between the Sellers and the Buyers shall be held at least one (1) day prior to expected delivery of the Vessel at a place nominated by the Sellers, in order to prepare smooth closing and delivery of the Vessel, where the Buyers confirm the delivery documents in original and thereafter such confirmed delivery documents shall become non-negotiable. Closing and exchange of original delivery documents shall be taken place at the Sellers Bank. 11. All plans/drawings/instruction manuals (excluding ISM manuals and SSP) which are onboard shall be delivered to the Buyers 'as they are' upon delivery of the vessel with no cost to the Buyers.

All plans/drawings/instruction manuals (excluding ISM manuals and SSP) which are kept in the Sellers office shall be dispatched to the Buyers' designated place after delivery of the vessel at the Buyers' account. 12. After MOA duly signed and the Deposit duly lodged, the Buyers have the option, at the Buyers' risk and account, to place maximum two (2) representatives on board the vessel from the 1st discharging port of the vessels final voyage up to the port of delivery strictly as observers only for the purpose of familiarization without interference with the vessel's operation/schedule. The Buyers shall sign and submit to the Sellers a letter of indemnity in the Sellers' form before the Buyers representatives' embarkation. The Buyers representatives themselves also shall sign and submit to the Vessels master a letter of indemnity in the Sellers' another form upon embarkation The Buyers shall pay to the Sellers at the time of delivery US$10/day/person as victualling/accommodation fee and the Buyers shall also pay to the Sellers other expenses including but not limited to communication charges born by the Buyers' representatives at the time of delivery/closing. 13. Arbitration in Tokyo by TOMAC (Tokyo Maritime Arbitration Commission), Japanese law to apply. 14. MOA to be based on the NIPPONSALE 1993 with suitable amendments to incorporate the agreed terms. 15. All details of these negotiations and its result shall be kept strictly confidential among the parties concerned. 16. Subject to the Sellers' board approval to be lifted within three (3) Japanese business days (excluding Saturday, Sunday and Holidays) after this main terms mutually agreed by e-mail or by fax. END OF SELLERS MAIN TERMS