Contract

Exhibit 10.3

MEMORANDUM OF AGREEMENT		Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
		Code-name
		SALEFORM 1993
		Revised 1966, 1983 and 1986/87.

Dated: 8 November 2007

GOLDEN OCEAN GROUP LTD., HAMILTON, BERMUDA hereinafter called the Sellers, have agreed			1
to sell, and BRITANNIA BULK FINANCE LIMITED (whose performance is guaranteed by Britannia
Bulk Holdings PLC)
hereinafter called the Buyers, have agreed to buy			2
Name: One Panamax bulk carrier of approx. 74,500 dwt identified as Hull Xx. X000 xx Xxxxxxx			0
Xxxxxxxx Xxxxxxx, Xxxxxx, Xxxxx (the “Vessel”)
Classification Society/Class: Det Norske Veritas, 1A1, Bulk Carriers, ESP, ES(s); CSR, BC-A, GRAB			4
(20), Hold nos. 2, 4 and 6 may be empty, ICE-IC (Hull Strength of 1B), BIS, EO, TMON, DG-B,
BWM-E (f).
Built: Agreed year of delivery 2009		By: Pipavav Shipyard Limited	5
Flag: Hong Kong		Place of Registration: Hong Kong	6
Call Sign: N/A		Grt/Nrt: N/A	7
Register-Number: The Vessel’s particulars shall otherwise be as described in the shipbuilding			8
contract dated 30 November 2006 between Pipavav Shipyard Limited (the “Yard”) and the
Sellers as amended and supplemented by (i) an addendum no. 1 dated 20 April 2007 and (ii) an
agreement dated 20 April 2007, the specifications and general arrangement plan and makers’
list supplemental thereto as further supplemented and amended from time to time with the
written approval of the Buyers or as requested in writing by the Buyers (together the
“Shipbuilding Contract”)
hereinafter called the Vessel, on the following terms and conditions:			9
Definitions			10
“Banking days” are days on which banks are open both in the country of the currency			11
stipulated for the Purchase Price in Xxxxxx 0, Xxxxx, Xxxxxx and in the place of closing stipulated in			12
Clause 8.
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa,			13
a registered letter, telex, telefax or other modern form of written communication.			14
“Classification Society” or “Class” means the Society referred to in line 4.			15
1.	Purchase Price: US$ 60,000,000 (sixty million United States dollars) cash less 1%		16
address commission plus 1% brokerage to XXXX XXXXXXXX.
2.	Deposit Down Payment		17
As security for the correct fulfilment of this Agreement the Buyers shall pay-a deposit- make a			18
down payment of 1020 %
(tentwenty per cent) of the Purchase Price within 15 (fifteen) London/New York banking days			19
from the date of this
Agreement being signed by telefax/e-mail attachment by both parties to the Sellers’ bank			20
account no 9750.04.42321, Swift: ESSENOKX, IBAN no: XX000000 0000 000 in Skandinaviska
Enskilda Banken, Oslo (the “Down Payment”). This deposit shall be placed with
and-held by-them in a joint account for the sellers and the Buyers, to be released in accordance			21
with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the			22
Buyers. Any fee charged for holding the said deposit shall be borne equally by the sellers and the			23

This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Buyers.		24
The Down Payment shall be promptly released/returned to the Buyers upon the Buyers’
termination of this Agreement upon the terms and conditions contained herein.
Interest on the account shall be LIBOR less 1/8 per cent per annum for 6 month periods.
Interest shall be payable every 6 months from the date of payment of the Down Payment.
3.	Payment	25
The said Purchase Price shall be paid in full free of bank charges to the Seller’s nominated account		26
on delivery of the Vessel, but not later than 3 banking days after subject to the Vessel is in		27
every respect
physically ready for delivery in accordance with the terms and conditions of this Agreement		28
having been delivered to the Sellers from the Yard pursuant to the Shipbuilding Contract and
Notice of Readiness having been given in accordance with Clause 5.		29
4.	Inspections	30
a)*	The Buyers have inspected considered and accepted the Shipbuilding Contract, a copy	31
	of which is attached hereto the Vessel’s classifications records. The Buyers
	have also inspected the xxxxxx at/in on	32
	and have accepted the xxxxxx following this inspection and a sale is outright and definte,	33
	subject only to the terms and conditions of this Agreement.	34
b)*	The Buyers shall have the right to inspect the Vessel’s classification records and declare	35
	whether same are accepted or not within	36
	The-Sellers shall provide for inspection of the vessel at/in	37
	The -Buyers shall undertake the inspection without undue delay to the Vessel. Should the	38
	Buyers cause undue delay they shall compensate the sellers for the losses thereby incurred.	39
	The Buyers shall inspect the Vessel without the opening up and without cost to the Sellers.	40
	During the inspection, the Vessel’s deck and engine log books shall be made available for	41
	examination by the Buyers. If the vessel is accepted after such inspection, the sale shall	42
	become outright and definite, subject only to the terms and conditions of this Agreement,	43
	provided the Sellers receive written notice of acceptance from the Buyers within 72 hours	44
	after completion of such inspection.	45
	Should notice of acceptance of the Vessel’s classification records and of the vessel not be	46
	received by the Sellers as aforesaid, the deposit together with interest earned shall be	47
	released immediately to the Buyers, whereafter this Agreement shall be null and void.	48
*	4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions,	49
	alternative 4a) to apply.	50
5.	Notices, time and place of delivery	51
a)	The Sellers shall keep the Buyers well informed of the Vessel’s itinerary delivery	52
	date under the Shipbuilding Contract and shall
	provide the Buyers with 30, 15, 7, and 3 days notice of the estimated time of arrival-at the	53
	intended place of drydocking/underwater inspection/delivery.When the Vessel is at the place	54
	of delivery and in every respect physically ready for delivery in accordance with this	55
	Agreement delivery date under the Shipbuilding Contract is finally set, the Sellers shall	56
	give the Buyers a written Notice of Readiness for delivery.
	The Vessel shall be delivered by the Sellers to the Buyers back-to-back to the delivery of
	the same by the Yard to the Sellers pursuant to the terms of the Shipbuilding Contract.
b)	The Vessel shall be delivered and taken over by the Buyers safely afloat at a safe and	57
	accessible berth or
	anchorage at/in PIPAVAV SHIPYARD LIMITED, INDIA after completion of successful sea	58
	trials
	in the Sellers’ option.	59
	Expected time of delivery: on/before 30 September 2009	60
	Date of cancelling termination (see Clauses 5 e), 6 b) (iii) and 14); See Clause 27	61
c)	If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the	62
	Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in	63

This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

	writing stating the date when they anticipate that the Vessel will be ready for delivery and		64
	propose a new cancelling date. Upon receipt of such notification the Buyers shall have the		65
	option of either cancelling this Agreement in accordance with Clause 14 within 7 running		66
	days of receipt of the notice or of accepting the new date as the new cancelling date. If the		67
	Buyers have not declared their option within 7 running days of receipt of the Sellers’		68
	notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification		69
	shall be deemed to be the new cancelling date and shall be substituted for the cancelling		70
	date stipulated in line 61.		71
	If this Agreement is maintained with the new cancelling date all other terms and conditions		72
	hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full		73
	force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any		74
	claim for damages the Buyers may have under Clause 14 for the Vessel not being ready		75
	by
	the original cancelling date.		76
d)	Should the Vessel become an actual, constructive or compromised total loss before delivery		77
	the deposit together with interest earned shall be released immediately to the Buyers		78
	whereafter this Agreement shall be null and void.		79
6.	Drydocking/Divers Inspection		80
a)**	The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the		81
	Classification Society of the Vessel’s underwater parts below the deepest load line, the		82
	extent of the inspection being in accordance with the Classification Society’s rules. If the		83
	rudder, propeller, bottom or other underwater parts below the deepest load line are found		84
	broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made		85
	good at the Seller’s expense to the satisfaction of the Classification Society without		86
	condition/recommendation*.		87
b)**	(i)	The Vessel is to be delivered without drydocking. However, the Buyers shall	88
	have the right at their expense to arrange for an underwater inspection by a diver approved		89
	by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their		90
	cost make the Vessel available for such inspection. The extent of the inspection and the		91
	conditions under which it is performed shall be to the satisfaction of the Classification		92
	Society. If the conditions at the port of delivery are unsuitable for such inspection, the		93
	Sellers shall make the Vessel available at a suitable alternative place near to the delivery		94
	port.		95
	(ii)	If the rudder, propeller, bottom or other underwater parts below the deepest load line	96
	are found broken, damaged or defective so as to affect the Vessel’s class, then unless		97
	repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers		98
	shall arrange for the Vessel to be drydocked at their expense for inspection by the		99
	Classification Society of the Vessel’s underwater parts below the deepest load line, the		100
	extent of the inspection being in accordance with the Classification Society’s rules. If the		101
	rudder, propeller, bottom or other underwater parts below the deepest load line are found		102
	broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made		103
	good by the Sellers at their expense to the satisfaction of the Classification Society		104
	without condition/recommendation*. In such event the Sellers are to pay also for the cost of		105
	the underwater inspection and the Classification Society’s attendance.		106
	(iii)	If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry	107
	docking facilities are available at the port of delivery, the Sellers shall take the Vessel		108
	to a port where suitable drydocking facilities are available, whether within or outside the		109
	delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver		110
	the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the		111
	purpose of this Clause, become the new port of delivery. In such event the cancelling date		112
	provided for in Clause 5 b)) shall be extended by the additional time required for the		113
	drydocking and extra steaming, but limited to a maximum of 14 running days.		114
c)	If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above		115
	(i)	the Classification Society may require survey of the tailshaft system, the extent of	116
	the survey being to the satisfaction of the Classification surveyer. If such survey is not		117
	required by the Classification Society, the Buyers shall have the right to require the tailshaft		118
	to be drawn and surveyed by the Classification Society, the extent of the survey being in		119
	accordance with the Classification Society’s rules for tailshaft survey and consistent with		120
	the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they		121
	require the tailshaft to be drawn and surveyed not later than by the completion of the		122
	inspection by the Classification Society. The drawing and refitting of the tailshaft shall be		123

This document is computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not xxxxxx visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss damage or expense as a result of discrepancies between the original approved document and this computer generated document.

	arranged by the Sellers Should any parts of the tallshaft system be condemned or found		124
	defective so as to affect the Vessel’s class those parts shall be renewed or made good at		125
	the Sellers’ expense to the satisfaction of the Classification Society without		126
	condition/recommendation.		127
	(ii)	the expenses relating to the survey of the tallshaft system shall be borne	128
	by the Buyers unless the Classification Society requires such survey to be carried out, in		129
	which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses		130
	if the Buyers require the survey and parts of the system are condemned or found defective		131
	or broken so as to affect the Vessel’s class.*		132
	(iii)	the expenses in connection with putting the Vessel in and taking her out of	133
	drydock, including the drydock dues and the Classification Society’s fees shall be paid by		134
	the Sellers if the Classification Society issues any condition/recommendation* as a result		135
	of the survey or if it requires survey of the tallshaft system. In all other cases the Buyers		136
	shall pay the aforesaid expenses, dues and fees.		137
	(iv)	the Buyers’ representative shall have the right to be present in the drydock, but	138
	without interfering with the work or decisions of the Classification surveyor.		139
	(v)	the Buyers shall have the right to have the underwater parts of the Vessel	140
	cleaned and painted at their risk and expense without interfering with the Sellers’ or the		141
	Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If		142
	however, the Buyers’ work in drydock is still in progress when the Sellers have		143
	completed the work which the Sellers are requird to do, the additional docking time		144
	needed to complete the Buyers’ work shall be for the Buyer’s risk and expenses. In the event		145
	that the Buyers’ work requires such additional time, the Sellers may upon completion of the		146
	Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock		147
	and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether		148
	the Vessel is in drydock or not and irrespective of Clause 5-b).		149
*	Notes, if any in the surveyor’s report which are accepted by the Classification Society		150
	without condition/recommendation are not to be taken into account.		151
**	6 a) and 6 b) are alternatives, delete whichever is not applicable. In the absence of deletions,		152
	alternative 6 a) to apply,		153
7.	Spares/bunkers, etc.		154
As per the terms of the Shipbuilding Contract.			155
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on
shore. All spare parts and spare equipment including spare tall end shaft(s) and/or spare			156
propeller(s)/ propeller blade(s), if any belonging to the Vessel at the time of inspection used or			157
unused whether on board or not shall become the Buyers’ property, but spares on order are to			158
be
excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to			159
replace spare parts including spare tall end shaft(s) and spare propeller(s)/propeller blade(s) which			160
are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the			161
property of the Buyers. The radio installation and navigational equipment shall be included in the sale			162
without extra payment if they are the property of the Sellers. Unused stores and provisions shall be			163
included in the sale and be taken over by the Buyers without extra payment.			164
The Sellers have right to take ashore crockery, plates, cutlery, linen and other articles bearing the			165
Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,			166
exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation, Captain’s,			167
Officers’ and Crew’s personal belongings including the slep chest are to be excluded from the sale,			168
as well as the following additional items (including items on hire):			169
The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and			170
sealed drums and pay the current net market price (excluding barging expenses) at the and date			171
of delivery of the Vessel.			172
Payment under this Clause shall be made at the same time and place and in the same currency as			173
the Purchase Price.			174
8.	Documentation		175
The place of closing: London			176
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with the			177
delivery

This document is computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pri-printed text of this document which is not xxxxxx visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers Association assume no responsibility for any loss damage or expense as a result of discrepancies between the original approved document and this computer generated document.

documents; namely specified in Appendix B hereto:		178
a)	Legal Xxxx of Sale in form recordable in (the country in which the Buyers are	179
	to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages	180
	and maritime liens or any other debts or claims whatsoever, duly notarially attested and	181
	legalized by the consul of such country or other competent authority.	182
b)	Current Certificate of Ownership issued by the competent authorities of the flag state of	183
	the Vessel.	184
c)	Confirmation of Class issued within 72 hours prior to delivery.	185
d)	Current Certificate issued by the competent authorities stating that the Vessel is free from	186
	registered encumbrances.	187
e)	Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of	188
	deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the	189
	registry does not as a matter of practice issue such documentation immediately, a written	190
	undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and furnish a	191
	Certificate or other official evidence of deletion to the Buyers promptly and latest within 4	192
	(four) weeks after the Purchase Price has been paid and the Vessel has been delivered.	193
f)	Any such additional documents as may reasonably be required by the competent authorities	194
	for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such	195
	documents as soon as possible after the date of this Agreement.	196
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of		197
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the		198
Buyers.		199
At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all		200
plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also		201
be handed over to the Buyers unless the Sellers are required to retain same, in which case the		202
Buyers to have the right to take copies. Other technical documentation which may		203
be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so		204
request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take		205
copies of same.		206
9.	Encumbrances	207
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,		208
mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake		209
to indemnify the Buyers against all consequences of claims made against the Vessel which have		210
been incurred prior to the time of delivery.		211
10.	Taxes, etc.	212
Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’		213
flagof the Vessel by the Sellers from the Yard
shall be for the Buyers’ Sellers’ account, whereas similar charges in connection with the closing of the		214
purchase by the Buyers of the Vessel from the Sellers’
register shall be for the Sellers’ Buyers’ account.		215
11.	Condition on delivery	216
As per the terms of the Shipbuilding Contract.
The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is		217
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be		218
delivered and taken over as she was at the time of inspection, fair wear and tear excepted.		219
However, the Vessel shall be delivered with her class maintained without condition/recommendation*		220
free of average damage affecting the Vessel’s class, and with her classification certificates and		221
national certificates, as well as all other certificates the Vessel had at the time of Inspection, valid and		222
unextended without condition/recommendation by Class or the relevant authorities at the time of		223
delivery.		224
“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) or 4 b), if		225
applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over		226
without inspection, the date of this Agreement shall be the relevant date.		227
*	Notes, if any, in the surveyor’s report which are accepted by the Classification Society	228

This document is computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pri-printed text of this document which is not xxxxxx visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss damage or expense as a result of discrepancies between the original approved document and this computer generated document.

	without condition /recommendation are not to be taken into account.	229
12.	Name/markings	230
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel makings. The		231
Sellers and the Buyers shall, prior to the delivery of the Vessel from the Yard, seek the Yard’s
acceptance to deliver the Vessel to the Sellers with the Buyers’ designated name and formal
markings. The Buyer to advise this to the Sellers on the Sellers’ request.
13.	Buyers’ default	232
Should the deposit Down Payment not be paid in accordance with Clause 2, the Sellers have the		233
right to cancel terminate this
Agreement, and they shall be entitled to claim compensation for their losses and for all expenses		234
incurred together with interest.		235
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to		236
cancel terminate the Agreement, in which case the deposit Down Payment together with interest		237
earned shall be released to the
Sellers. If the deposit Down Payment does not cover their loss, the Sellers shall be entitled		238
to claim further
compensation for their losses and for all expenses incurred together with interest.		239
14.	Sellers’ default	240
See Clause 27.		241
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		242
the option of cancelling this Agreement provided always that the Sellers shall be granted a		243
maximum of 3 banking days after Notice of Readiness has been given to make arrangements		244
for the documentation set out in Clause 8. If after Notice of Readiness has been given but before		245
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not		246
made physically ready again in every respect by the date stipulated in line 61 and new Notice of		247
Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect		248
to cancel this Agreement the deposit together with interest earned shall be released to them		249
immediately.		250
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready		251
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for		252
their loss and for all expenses together with interest if their failure is due to proven		253
negligence and whether or not the Buyers cancel this Agreement.		254
15.	Buyers’ representatives – see Clause 18	255
After this Agreement has been-signed by both parties and tho deposit has been lodged, the-Buyers		256
have-the right to place two representatives on board the Vessel at their sole risk and expense upon		257
arrival at on or about		258
These representatives are on a board for the purpose-of familiarisation and in the capacity of		259
observers only, and they shall not interfere-in any respect with-the-operation of the Vessel. The		260
Buyers’ representatives shall sign the sellers’ letter of-indemnity prior to their embarkation.		261
16.	Arbitration	262
a)*	This Agreement shall be governed by and construed in accordance with English law and	263
	any dispute arising out of this Agreement shall be referred to arbitration in London in	264
	accordance with the Arbitration Acts 1950 and 19791996 or any statutory	265
	modification or
	re-enactment thereof for the time being in force, one arbitrator being appointed by each	266
	party. On the receipt by one party of the nomination in writing of the other party’s arbitrator,	267
	that party shall appoint their arbitrator within fourteen days, failing which the decision of the	268
	single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree	269
	they shall appoint an umpire whose decision shall be final.	270
b)*	This Agreement shall be governed by and construed in accordance with Title 9 of the	000
	Xxxxxx Xxxxxx Code and the Law of the State of New York and should any dispute arise out of	272
	this Agreement, the matter in dispute shall be referred to three persons at New York, one to	273
	be appointed by each of the parties hereto, and the third by the two so chosen; their	274
	decision or that of any two of them shall be final, and for purpose of enforcing any award, this	275

This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

	Agreement may be made a rule of the Court.
	The proceedings shall be coducted in accordance with the rules of the society of Maritime
	Arbitrators,Inc. New York.
e)*	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 38, all inclusive, as attached hereto, to apply and form an integral part of this
Memorandum of Agreement.

This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

ADDENDUM NO. 1 TO MEMORANDUM OF AGREEMENT
DATED 8 NOVEMBER, 2007
RE HULL NO. P003 at PIPAVAV SHIPYARD LTD

Clause 17 — Supervision

The Sellers confirm that they will appoint Frontline Management (Bermuda) Ltd as its supervisors at the Yard in accordance with Article IV of the Shipbuilding Contract, when construction of the Vessel commence (at steel cutting). The Sellers’ supervisors will supervise the construction of the Vessel in accordance with best shipbuilding supervisory practice ensuring the Yard’s compliance with the terms and conditions of the Shipbuilding Contract.

Clause 18 — Buyers’ Representatives

Following signing of this Agreement and the payment by the Buyers of the Down Payment in accordance with Clause 2, the Buyers shall, effective from the date of the Yard’s steel cutting for the Vessel, have the right to place 1 (one) representative at the Yard as a member of the Sellers’ site supervisory team to observe the construction of the Vessel, at the Buyers’ risk and expense.

Any questions or comments to the construction of the Vessel by such observer shall be addressed to the head of the Sellers’ supervisory team.

The Sellers shall forward all of the Buyers’ comments/questions to the Yard, subject to the same being in accordance with the Shipbuilding Contract. The Sellers will exercise their best endeavours to procure that the Yard deals with all such legitimate comments. If the Sellers’ and the Buyers’ representatives fail to agree, the Buyers’ comments shall be adapted as far/much as possible and the Sellers shall act based on such comments as far/much as possible, but always in accordance with the Shipbuilding Contract.

The Buyer’s representatives shall have the right to attend all tests and inspections and all trials along with the Sellers’ supervisory team at the premises of the Yard or its sub-contractors. The Sellers shall give the Buyers’ representative due notice of the time and schedule for any such tests, inspections and trials.

The Buyers’ representatives shall be allowed access to all areas where the Sellers’ supervisory team are allowed access in accordance with the Shipbuilding Contract. The Buyers’ representative shall have the right to point out any deficiencies in the construction of the Vessel compared to the Shipbuilding Contract to the head of the Sellers’ supervisory team. Interpretation of what may constitute a “deficiency” shall be based on the Shipbuilding Contract and, in respect of technical matters, decisions by the Class. Any decision by the Class shall be final and binding on both the Sellers and the Buyers.

The Buyers’ representative shall have full and unrestricted access to all documents, plans, drawings and all correspondence exchanged between the Sellers and the Yard and to/from the Classification Society, including test results, NCRs, etc. The Buyers’ representative shall have the right to attend all meetings with the Class.

The Sellers agree to communicate to the Buyers without delay all reasonable technical matters requiring a decision by the Sellers under the Shipbuilding Contract provided that the Sellers shall not be required to incur additional or extra cost as a result thereof.

If the Buyers’ representative act in contravention of the above referred provisions then the Sellers may request the substitution of such representative and the Buyers must do so. Such substitution shall not be construed as a waiver of Buyers’ rights hereunder.

Clause 19 — Progress reports

The Seller shall keep the Buyer advised of the progress of the Yard’s construction of the Vessel by providing copies of all progress reports as and when provided by the Sellers’ supervisory team, but minimum at every 1 (one) month interval from the date of steel cutting for the Vessel.

Clause 20 — Buyers’ Supplied Items

Any “buyers’ supplied items” as described in Article XVI the Shipbuilding Contract shall be supplied by the Buyers to the Sellers under this Agreement and the Sellers shall, in accordance with the terms of Article XVI of the Shipbuilding Contract, place the same onboard the Vessel.

The Sellers shall not supply any items to the Vessel other than the items supplied by the Yard under the Shipbuilding Contract. The Buyers have the right to place any additional items on board the Vessel in accordance with Article XVI of the Shipbuilding Contract, provided that this does not interfere with the construction of the Vessel or cause delays to her delivery time. Any “buyers’ supplied items” received by the Sellers at the Yard shall be put on board the Vessel without undue delay and without additional cost to the Buyers.

The Sellers is not responsible to the Buyers for any damage and/or loss of such “buyers’ supplied items”, but the Sellers will assign all rights of recovery from the Yard that the Sellers may have as a consequence thereof to the Buyers.

Clause 21 — Notice to the Builder

The parties to this Agreement agree that the Sellers shall notify the Yard of the existence of this Agreement when the Buyers have paid the Down Payment as provided in Clause 2 above.

The notice shall include a statement that no amendment or addendum can be made to the Shipbuilding Contract without the Buyers’ approval and, further, request the Yard to acknowledge such notice. The Sellers agree to use their best efforts to procure the Yard’s acknowledgement thereof.

From the date of receipt of the Down Payment, the Sellers shall pass to the Buyers any and all notices either sent or received from the Yard or the Class in relation to or connected with the construction of the Vessel.

Clause 22 — Modification / Changes / Etc.

The Shipbuilding Contract shall not be amended without the Buyers’ prior written approval. The Sellers shall not waive any right against or grant any forbearance to the Yard under the Shipbuilding Contract without the Buyers’ prior written approval, such approval not be unreasonably withheld. The Sellers shall not take any action (or make any omission) under the Shipbuilding Contract which is material to the interests of the Buyers without consultation with the Buyers.

The Sellers shall, at the request of the Buyers, exercise such rights as are set out in Article V of the Shipbuilding Contract to request variations to the Vessel.

The Sellers shall keep the Buyers advised of any claims or disputes between the Sellers and the Yard.

Any changes or modifications which are done to the Vessel while under construction at extra cost will be carried out at the Buyers’ expense subject to the prior approval of the Buyers having been provided. Similarly, any credits which may be obtained by reason of any changes or modifications to the Vessel while under construction, shall reduce the Purchase Price with the nominal amount of such credit.

Clause 23 — Liability for Representatives

The Sellers agree to assign all their rights against the Yard under the Shipbuilding Contract for liability in the event of personal injury and/or death of the Buyers’ representatives and the Buyers agree to indemnify the Sellers for any damage caused by the Buyers or Buyers’ representative at the Yard.

Clause 24 — Sea Trials

The Buyers shall have the right to place 3 (three) representatives on board the Vessel as observers only to attend the Vessel’s sea trials as per the Shipbuilding Contract. When a notice of a trial run is received by the Sellers from the Yard, the Sellers shall forward such notice to the Buyers.

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The results of the trial run shall be conclusive evidence of the condition and performance of the Vessel as far as the Buyers and the Sellers are concerned.

In case the Buyers’ representatives, upon conclusion of the trial run will remark upon any issues which will make the Yard liable to proceed to repairs/restoration/work/adjustments/etc. in order for the Vessel to comply with the Shipbuilding Contract, the Sellers shall use their best endeavours to procure that any such legitimate comments of the Buyers representatives are properly dealt with by the Yard.

Clause 25 — Adjustment of the Contract Price

If the Vessel, on delivery, has insufficient speed, excessive fuel consumption, reduced deadweight capacity as same are calculated in the Shipbuilding Contract, or if the delivery date is delayed, then the Sellers shall allow the Buyers such nominal reduction in the Purchase Price as will be allowed by the Yard to the Sellers on account of (a) insufficient speed (b) excessive fuel consumption or (c) reduced deadweight capacity or (d) late delivery of the Vessel as per the Shipbuilding Contract.

Clause 26 — Assignment of Warranties

The Sellers shall, on delivery, assign its rights under the warranties set forth in Article IX of the Shipbuilding Contract to the Buyers.

The Sellers, shall prior to delivery of the Vessel by the Yard to the Sellers, notify the Yard of this assignment and seek to obtain the Yard’s express acknowledgment thereof in writing.

The same shall apply to any and all warranties provided by third party suppliers in relation to the Vessel’s equipment.

In the unlikely event that the Yard and/or any third party supplier refuse to acknowledge such assignment, the Sellers shall, at the Buyers’ request, arrange for the novation of the Shipbuilding Contract to a wholly owned subsidiary prior to delivery. The Buyers shall then have the option to acquire the Vessel by way of purchasing all of the Sellers’ shares in and all loans provided by the Sellers to the subsidiary in order to finance instalments under the Shipbuilding Contract. Such purchase shall, in relation to the Vessel, be based on the terms of the Agreement and otherwise include warranties from the Sellers reflecting such transaction structure.

Clause 27 — Buyers’ termination

The Buyers shall be entitled to terminate this Agreement by written notice to the Sellers following the occurrence of any of the following events:

(i) the termination by the Yard of the Shipbuilding Contract prior to the delivery of the Vessel; or

(ii) the actual, construction or compromised total loss of the Vessel prior to the delivery thereof to the Sellers by the Yard; or

(iii) the Yard defaults in its obligations under the Shipbuilding Contract pursuant to Article XI, 4, (a), (b) or (c); or

(iv) the Sellers become entitled to cancel the Shipbuilding Contract due to excessive delays in relation to the agreed delivery date, in Article VIII, 4; or

(v) the Sellers fail to deliver the Vessel to the Buyers as per the terms of the Agreement following the delivery thereof by the Yard to the Sellers; or

(vi) the Sellers fail to deliver the Vessel to the Buyers by 27 June 2010,

it being understood and agreed that the parties hereto shall consult with each other prior to the date upon which (iv) occurs.

Subject to the Buyers notifying the Sellers of their termination of this Agreement as set out above. The Sellers shall, forthwith, release the Down Payment to the Buyers together with such interest as shall have accrued thereon whereafter this Agreement shall be nul and void.

Further, the Sellers undertake, on the Buyers behalf, to, on a best efforts basis, seek to redeem any “buyers’ supplied items” provided by the Sellers as per Clause 20 of the Shipbuilding Contract if the Agreement is terminated by the Buyers as per the above.

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Clause 28 — Confidentiality

The contents of this Agreement are strictly private and confidential and may not be disclosed to any third parties other than those associated with this transaction apart from such information as the Sellers must disclose to the Oslo Stock Exchange and the Buyers are obliged to announce to their investors. Further, the Buyers shall be permitted to make disclosure of the contents herein to their financiers and their respective advisors. If, despite best efforts of the parties, details of the Agreement become known, this does not entitle any party to withdraw from or frustrate this Agreement.

Clause 29 — Miscellaneous

Other than the rights of the Buyers to terminate this Agreement under Clause 27 hereof, should any terms and conditions in this Agreement contradict any terms of the Shipbuilding Contract, then, as far as the Buyers and the Sellers are concerned, the terms of the Shipbuilding Contract shall supersede the terms of this Agreement.

The Buyers confirm that they and their employees or servants or agents will not, until the Buyers have accepted delivery of the first of the six vessels (including the Vessel) purchased from the Sellers and other subsidiaries of the Sellers, disclose the specifications or the makers list relevant to the Vessel and the Shipbuilding Contract or any part thereof to any third party not associated with this transaction unless for re-sale purposes.

Clause 30 — Sellers’ representations and undertakings

The Seller hereby represents to the Buyers as follows:

(a) The Shipbuilding Contract (as novated) is valid and binding on the parties thereto;

(b) The Sellers have not granted any security interest in, assigned or otherwise granted to any third party any right, title or interest in and to the Shipbuilding Contract, the Down Payment and/or the refund guarantees under the Shipbuilding Contract;

(c) The Sellers undertake that they will not assign or otherwise transfer or seek to assign any of the rights, titles or interests referred to in (b) now or in the future.

Clause 31 - Notices

All notices, authorisations, approvals, waivers, requests and other communications hereunder (“notices”) shall be in writing, shall be addressed as provided below and shall be delivered in person, sent by e-mail, mailed (registered and postage prepaid) or sent by an international courier dispatch service to the relevant adressee. All notices shall be deemed to be properly given or made upon the earliest of (a) actual delivery, (b) 15 (fifteen) days after being sent by prepaid registered mail as aforesaid, (c) immediately at time of a full and effective transmission by e-mail, and (d) at the time of delivery by an internationally recognised courier dispatch service. For the purpose of notice, the addresses and e-mail of the parties are set forth below:

To the Buyers		BRITANNIA BULK PLC
		Fax :x00 00 0000 0000
		E-mail : xxxxxxxxxx@xxxxxxxx.xxx
To the Sellers		c/o GOLDEN OCEAN MANAGEMENT AS
		Fax :x00 00 00 00 00
		E-mail : xxxxxxxxx@xxxxxxxxxxx.xx

Clause 32 — Documents

The following Appendices are attached and form an integral part of this Agreement;

1.         Appendix “A” - List of Documents to be delivered on signing of the Agreement;

2.         Appendix “B” - List of Delivery Documents;

3.         Appendix “C” - Shipbuilding Contract (including specifications, GA-plan and makers list)

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Clause 33 — Status of Construction

The Sellers confirm that there are no present indications from the Yard of any delays to the agreed date of delivery pursuant to the Shipbuilding Contract, nor any indications of financial difficulties associated with or involving the Yard.

Clause 34

[Intentionally left blank]

Clause 35 — Closing

Closing of the Buyers’ purchase of the Vessel shall be held in London.

The Buyers shall have the right to have representatives present at the closing meeting between the Yard and the Buyers - if the Yard do not agree one place for simultaneous exchange.

Clause 36

The Sellers will register the Vessel in its ownership prior to selling it on to the Buyers. The Sellers will, subsequent to taking delivery of the Vessel from the Yard under the Shipbuilding Contract, close the sale thereof to the Buyers on the terms set forth in this Agreement. The documents to be exchanged at the closing between the parties hereto are set out in Appendix B.

Clause 37 — Security Assignment

The Buyers shall be entitled to assign their rights and obligations hereunder to Xxxxxxx Xxxxx Credit Partners, L.P. as part of their financing of the Down Payment-and the Sellers hereby confirm that they will acknowledge such assignment by signing and returning any Acknowledgement accompanied by a Notice of Assignment sent to them by the Buyers.

Clause 38

The Shipbuilding Contract has been approved by the Buyers who in addition to their rights to the benefit of liquidated damages as described in Clause 25 above, shall retain all rights related to acceptance or rejection and cancellation and rescission therein such that the Sellers shall not exercise any right of rejection, cancellation or rescission under the Shipbuilding Contract without first obtaining the written consent of the Buyers. The Buyers shall thus have the right if they so elect to require Sellers to accept delivery of the vessel under the Shipbuilding Contract (and then give delivery to the Buyers thereunder) even if a right to reject, cancel or rescind has accrued under the Shipbuilding Contract.

The Sellers			The Buyers
Golden Ocean Group Ltd			Britannia Bulk Finance Limited
By:	Xxxxxx Billung		By:	Xxxxx Xxxxxx
Title:	Attorney-in-Fact		Title:	Director

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Appendix “A” to the Memorandum of Agreement dated 8 November 2007

Documents to be provided by the Sellers to the Buyers at time of signing of the Agreement

(a) A Secretary’s Certificate from the Sellers confirming the identity of its directors and officers and attaching copies (certified to be true and correct) of:

(i) its articles of incorporation and bye-laws;

(ii) a resolution by its board approving this Agreement;

and an original:

(iii)      Certificate of Good Standing;

(iv)      Power of Attorney authorizing a person to sign this Agreement on the Sellers’ behalf.

(i)

(b)       Copies, certified to be true, complete and correct of each of:-

(i) the Shipbuilding Contract;

(ii) the refund guarantees issued pursuant to the Shipbuilding Contract;

(iii) the parent guarantee issued by the Sellers pursuant to the Shipbuilding Contract;

(iv) all Indian Governmental Licences and approvals relating to the Shipbuilding Contract and the Refund Guarantees.

APPENDIX “B” to the Memorandum of Agreement dated 8 November 2007

A.        Documents to be provided by the Sellers:-

(1) All documentation to be received by the Sellers from the Yard under or pursuant to the Shipbuilding Contract, including, but not limited to:-

(a) originals of the documents referred to in Article VII-3 (a), (b), (c), (d), (e) and (f) thereof;

(b) to the extent that originals are available, the Yard’s “Builder’s Certificate” for the Vessel and if issued, the Yard’s xxxx of sale for the Vessel. To the extent that originals of such documents are not available because of the Sellers’ obligation to lodge them with the Hong Kong Ship Registry, the Sellers shall provide certified copies of the same;

(c) any original Power of Attorney (and/or other original corporate authority documentation) produced by the Yard authorising the execution by the Yard of its Builder’s Certificate, xxxx of sale end all other protocols and documents executed by it under or pursuant to the Shipbuilding Contract;

(d) a copy of the commercial invoice for the Vessel issued by the Yard.

(2) A legal xxxx of sale for the Vessel in two originals in a form recordable in the Hong Kong Ship Registry stating that the Vessel is free from all encumbrances, taxes, mortgages and maritime liens or any other debts or claims whatsoever, notarially attested and apostilled, the notary to expressly confirm the authenticity of the signature and the due authority of the person executing the Bills of Sale on behalf of the Sellers;

(3) Evidence that the sale of the Vessel to the Buyers has been duly authorised by the Sellers by way of an original Secretary’s Certificate duly notarised and apostilled confirming the identity of the Sellers’ directors and officers and further attaching:

(a) original minutes of separate meetings of the board of directors and shareholders of the Sellers resolving to sell the Vessel to the Buyers duly notarised and apostilled;

(b) an original Power of Attorney of the Sellers, duly notarised and apostilled, authorising the Sellers’ appointed representatives to execute all necessary documents in order to sell the Vessel to the Buyers;

(c) a certified copy of the Sellers’ bye-laws;

(d) an original Certificate of Good Standing of the Sellers dated not earlier than ten (10) Banking Days prior to the date of delivery of the Vessel;

(4) An original Certificate of Ownership and Freedom from Encumbrances for the Vessel issued by the Hong Kong Ship Registry and dated the date of delivery of the Vessel confirming that the Vessel is (i) owned by the Sellers and (ii) free of all registered encumbrances. In the event that an original Certificate of Ownership and Freedom from Encumbrances is not available at the Closing Meeting, the Sellers shall arrange for the Hong Kong Ship Registry to send a fax copy of the original Transcript of Register to the Closing Meeting and the Sellers shall provide an undertaking to deliver the original Certificate of Ownership and Freedom from Encumbrances to the Buyers within five (5) Banking Days of delivery.

(5) If, as a matter of practice, the same is issued by the Hong Kong Ship Registry, an original and valid consent to the sale and deletion of the Vessel issued by the Hong Kong Ship Registry.

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(6) An original Certificate of Deletion for the Vessel issued by the Hong Kong Ship Registry dated the date of delivery of the Vessel or if as a matter of practice, an original Deletion Certificate is not available at the time of delivery of the Vessel, a letter from the Sellers to the Buyers undertaking to provide an original Deletion Certificate (and if so required by Buyers for the purposes of registering the Vessel under Panama flag duly notarized and / or authenticated by means of an Apostille as aforesaid) to the Buyers as soon as possible following delivery but in any event within four (4) weeks of the date of delivery of the Vessel;

(7) To the extent that the Buyers may seek to register the Vessel under either Liberian or Xxxxxxxx Islands flag and pursuant to the requirements for first registration of vessels on those registries, the Sellers shall authorise the Classification Society, to issue to the Liberian / Xxxxxxxx Islands Ship Register (as the case may be) a Statement or Affidavit indicating status of class, statutory certification, including all conditions of class and any outstanding recommendations/deficiencies and to the extent known by class any reasons why the Vessel is currently not fit to proceed to sea prior to completion of any outstandings and to release to the Liberian / Xxxxxxxx Islands Ship Register (as the case may be) any other documents requested by that Registry. The Sellers shall authorize the Classification Society as above sufficiently in advance of the closing to allow for review by the Marine Safety Division of the Liberian / Xxxxxxxx Islands Ship Register (as the case may be) and in any event not later than seven (7) Banking Days prior to delivery in order to facilitate the Buyers’ compliance with registration requirements imposed by the relevant ship register.

(8) A Letter of Undertaking from the Sellers to deliver to the Buyers, as soon as practicable but in any event within 30 days from the date of delivery, an original Closed Continuous Synopsis Record (CSR) for the Vessel issued by the Hong Kong Ship Registry.

(9) An original Confirmation of Class issued by the Classification Society and dated not earlier than three (3) Banking Days prior to the date of delivery of the Vessel confirming that the Vessel is free from recommendations and/or conditions;

(10) To the extent not already provided, COPIES of the following documents for the Vessel:

(i) Certificate of Hong Kong Registry;

(ii) Radio Licence;

(iii) International Tonnage Certificate;

(iv) Safety Construction Certificate;

(v) Safety Equipment Certificate;

(vi) Safety Radio Certificate;

(vii) International Oil Pollution Prevention Certificate; and

(viii) International Load Line Certificate;

(ix) ISM Code - Document of Compliance;

(x) ISM Code - Safety Management Certificate;

(xi) ISPS Code - International Ship Security Certificate; and

(xii) ISPS Code - Continuous Synopsis Record;

(11) All classification, statutory and trading certificates for the Vessel valid and unextended without conditions/recommendations at the date of delivery of the Vessel;

(12) All plans, manuals, specifications and other documents relating to the maintenance and operation of the Vessel;

(13) A commercial invoice for the Vessel in two (2) originals;

(14) An invoice for bunkers and lubricating oils on board the Vessel on delivery with all supporting vouchers;

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(15) Any such additional documents as may reasonably be required by the Buyers’ intended ship registry for the purpose of registering title to the Vessel in the name of the Buyers, provided that the Buyers notify the Sellers of any such documents no later than 10 Banking Days prior to the delivery date.

B.        Documents to be provided by the Buyers:-

(1) a copy of the minutes of a meeting of the board of directors of the Buyers, resolving to purchase the Vessel from the Sellers;

(2) an original Power of Attorney of the Buyers, duly notarised and apostilled, authorising its appointed representatives to execute all necessary documents in order to purchase the Vessel from the Sellers;

(3) an original Director’s Certificate of the Buyers duly notarised and legalised, confirming the names of the directors and officers of the Buyers and attaching, as true and correct copies, the following documents:-

(a) the Certificate of Incorporation of the Buyers; and

(b) the Articles of Incorporation and/or Bye-laws of the Buyers;

(4) a Certificate of Good Standing of the Buyers dated not earlier than ten (10) Banking Days prior to the date of delivery of the Vessel.

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.

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Golden Ocean Group Ltd.

8th November 2007

Dear Sirs

Memorandum of Agreement (the “MoA”) dated 8^th November 2007 for the sale and purchase of Pipavav Hull No. P003 by Golden Ocean Group Ltd to Britannia Bulk Finance Limited (the “Company”).

Terms defined in the MoA shall have the same meanings when used in this letter of guarantee.

In consideration of your signing the MoA with the Company, We, Britannia Bulk Holdings Plc, hereby guarantee to you that the Company will perform all of its obligations under and in connection with the MoA and, in case of failure by the Company to fulfil such obligations then we undertake to you that we shall procure that the Company does so.

Our obligations under this letter of guarantee shall remain fully valid and enforceable notwithstanding any waiver or release granted under or in connection with the MoA by either the Company or yourselves or any supplement or amendment to the MoA or any variation to the terms of the MoA agreed between the Company and yourselves to the intent that we shall remain liable under this letter of guarantee in respect of all of the Company’s obligations irrespective of anything that would otherwise release or discharge our liability at all times while the Company is liable under or in connection with the MoA itself.

We shall be entitled to the full benefit of all defences and rights of counterclaim in relation to our obligations under this letter of guarantee, including those to which the Company is entitled under the MoA itself.

We represent and warrant to you that:

(a) as at the date hereof we are duly incorporated and validly existing as a company under the laws of England;

(b) the execution of this letter of guarantee in our name and the authorisation to the person signing this letter of guarantee for us have each been duly authorised by our board of directors and no other consents or approvals are required in order for this letter of guarantee to be valid and enforceable against us; and

(c) this letter of guarantee constitutes the legal, valid, binding and enforceable obligation of ourselves.

All formal communications under this letter of guarantee shall be sent to us at the same address as is set out in Clause 31 of the MoA.

Clause 16 (Arbitration) of the MoA applies equally to this guarantee as if its terms where herein set out in full.

Yours faithfully

BRITANNIA BULK HOLDINGS PLC

Name: X.X. Xxxxxx			Xxxxxxx Xxxxxxxx
Title: Director			Director

Britannia Bulk Holdings plc	Phone:	x00 (0)00 0000 0000
Dexter House	Fax:	x00 (0)00 0000 0000
2 Royal Mint Court	E-mail	xxxxxxxxxx@xxxxxxxx.xxx
Xxxxxx XX0X 0XX	Internet	xxx.xxxxxxxx.xxx
Reg In Eng. No 06402167