RE MV -- WE ARE PLEASED TO OFFER FIRM FOR REPLY HERE BY 1200 HRS KST ON : THE VESSEL : MV - PLEASE ADV FULLER SPEC. THE SELLERS: PLS ADVISE THE BUYERS : OR NOMINEE. THE PERFORMANCE OF WHICH IS FULLY GUARANTEED BY JIN YANG SHIPPING CO., LTD. 1. PRICE: USD MILL GROSS THE BUYERS SHALL LODGE A TEN(10) PERCENT OF THE PURCHASE PRICE TO A JOINT ACCOUNT IN THE NAMES OF SELLERS AND BUYERS WITHIN THREE(3) BANKING DAYS AFTER MOA SIGNED BY BOTH SELLERS AND BUYERS BY FAX AND RELATED SUBJECTS HAVE BEEN LIFTED. INTEREST, IF ANY, TO BE CREDITED TO THE BUYERS AND THE HOLDING CHARGES OF THE JOINT ACCOUNT, IF ANY, TO BE EQUALLY SHARED BY BOTH SELLERS AND BUYERS. 90PCT BALANCE TO BE PAID TOGETHER WITH 10PCT DEPOSIT BEING RELEASED TO THE SELLERS' NOMINATED BANK AT THE TIME OF CLOSING AND DELIVERY. 2. THE SELLERS TO ALLOW THE BUYERS TO INSPECT VESSEL AT MAJOR PORT AND HER CLASS RECORDS WITHIN ONE WEEK AFTER FIXED MAINTERMS BY APRIL 25,2002 THE SELLERS TO PROVIDE THE BUYERS WITH : HULL PARTICULARS PARTICULARS OF MACHINERY PART PARTICULARS OF ELECTRIC PART MAKER'S ADDRESS LIST OF MACHINERY PART EQUIPMENT SECTION MAKER'S LIST MIDSHIP SECTION GA PLAN CAPACITY PLAN 3. AT DELIVERY AND IN EXCHANGE FOR THE PAYMENT OF PURCHASE MONEY THE SELLERS TO PROVIDE THE BUYERS WITH ALL DOCUMENTS MUTUALLY AGREED FOR THE REGIST- RATION UNDER THE BUYERS NOMINATED FLAG. CLOSING TO BE TAKEN PLACE IN HONG KONG 4. THE SELLERS WARRANT THAT THE VESSEL, AT THE TIME OF DELIVERY, IS FREE FROM ALL TAXES, ENCUMBRANCES, MORTGAGES, MARITIME LIENS, MARITIME CLAIMS, ANY OTHER DEBTS AND CLAIMS WHATSOEVER. THE SELLERS HEREBY UNDERTAKE TO INDEMNIFY THE BUYERS AGAINST ALL CONSE- QUENCES OF CLAIMS MADE AGAINST THE VESSEL WHICH HAVE BEEN INCURRED PRIOR TO THE TIME OF DELIVERY. THE SELLERS WARRANT THAT THE VESSEL, AT THE TIME OF DELIVERY, IS FREE FROM ALL KINDS OF TRADING COMMITMENTS WHETHER THEY ARISE UNDER THE BILL OF LADING, CONTRACT OF AFFREIGHTMENT, POOLING ARRANGEMENTS AND/OR CHARTER PARTIES. AT THE TIME OF DELIVERY VESSEL TO BE SAFELY AFLOAT AT A SAFE BERTH/ANCHORAGE IN KOREA/JAPAN/CHINA/TAIWAN/HONG KONG RANGE PORT IN THE SELLERS' OPTION AND THE SELLERS SHALL DECLARE THE PORT OF DELIVERY WITHIN TWO WEEKS AFTER FIXING MAINTERMS. DELIVERY PERIOD : 15TH MAY/15TH JUNE, 2002 IN SELLERS' OPTION WITH CANCELLING DATE IN BUYERS' OPTION. 5. SELLERS TO GIVE 20/15/7/5 DAYS NOTICE OF EXPECTED PORT/DATE OF DELIVERY AND 3/2/1 DAYS DEFINITE NOTICE OF DELIVERY. 6. THE VESSEL TO BE DELIVERED IN THE SUBSTANTIALLY SAME CONDITION AS WHEN INS- PECTED BY THE BUYERS WITH FAIR WEAR AND TEAR EXCEPTED AND WITH GRAIN CLEAN HOLDS. VESSEL TO BE DELIVERED WITH HER MACHINERIES AND EQUIPMENTS, CARGO GEARS, HATCH SYSTEM, GALLEY AND CATERING EQUIPMENTS, NAVIGATION AND RADIO EQUIPMENTS, SAFETY EQUIPMENTS AND INSTALLATIONS ALL OF WHICH TO BE DELI- VERED IN NORMAL WORKING CONDITION AS WHEN THE VESSEL WAS INSPECTED. VESSEL TO BE DELIVERED WITH PRESENT CLASS FULLY MAINTAINED WITH LATEST CLASS RECOMMENDATIONS/CONDITIONS AND FREE OF ANY DEFECT(S) AFFECTING CLASS. ALL THE VESSELS' CLASS AND TRADING CERTIFICATES UNDER HER PRESENT NAME AND FLAG TO BE DELIVERED CLEAN, VALID AND UNEXTENDED FOR AT LEAST THREE(3) MONTHS FROM THE TIME OF DELIVERY. ALL SURVEY CYCLES FOR HULL AND MACHINERY SHALL BE CLEAN, VALID AND UPTODATE EXCEPT FOREMENTIONED RECOMMENDATIONS/CONDITIONS AND WITHOUT EXTENSIONS OF AT THE TIME OF DELIVERY. THE SELLERS SHALL NOTIFY THE CLASSIFICATION SOCIETY OF ANY MATTERS COMING TO THEIR KNOWLEDGE PRIOR TO DELIVERY WHICH, BEING REPORTED TO THE CLASS, WOULD LEAD TO THE IMPOSITION OF A CONDITION/RECOMMENDATION OR WITHDRAWAL OF THE VESSEL. 7. DIVER INSPECTION CLAUSE TO BE APPLIED AS PER NSF 1993 CLAUSE 6B 8. VESSEL TO BE DELIVERED WITH EVERYTHING BELONGING TO HER ONBOARD/ON SHORE AND/OR ON ORDER INCLUDING ALL NAVIAIDS AND RADIO INSTALLATIONS, INCLUDING SPARE TAILSHAFT AND SPARE PROPELLER BOTH PROPERLY SECURED ONBOARD WITH VALID CLASS CERTS. ALL FORWARDING CHARGES TO BE FOR BUYERS' ACCOUNT. THE VESSEL TO BE DELIVERED WITH GMDSS SYSTEM SUITABLE FOR INTERNATIONAL TRADING AND WITH LOADING COMPUTER SYSTEM INCLUDING SOFTWARE WHICH TO BE DELIVERED WITH CLASS APPROVED VALID CERTIFICATES. PLANS/DRAWING/BOOKS/MANUALS TO BE DELIVERED TO BUYERS AT THE TIME OF DELIVERY, WHICH THE VESSEL HAS ON BOARD AND ARE THE SELLERS POSSESSION AT THEIR OFFICE. VESSEL TO BE DELIVERED WITH THE SAME QUANTITY OF SPARE PARTS AND SPARE EQUIPMENT BELONGING TO HER AT THE TIME OF THE BUYER'S INSPECTION EXCEPT THOSE USED ONBOARD. SPARE PARTS AND SPARE EQUIPMENT(S) TO BE REPLACED MUST BE KEPT ONBOARD AND TO BE DELIVERED TO THE BUYERS AT THE TIME OF DELIVERY. THE BUYERS SHALL ONLY PAY EXTRA FOR REMAINING BUNKERS AND UNUSED LUBOIL IN UNBROACHED DRUMS AND STORAGE TANKS AT THE SELLERS NET PURCHASE PRICE WITH SUPPORTING VOUCHERS. UNUSED STORES AND PROVISIONS SHALL BE INCLUDED IN THE SALE FREE OF CHARGE. CAPTAIN'S, OFFICERS' AND CREW'S PERSONAL BELONGINGS INCLUDING THE SLOP CHEST ARE TO BE EXCLUDED FROM THE SALE. 9. THE BUYERS TO HAVE THE RIGHT AFTER MOA SIGNED BY FAX AND DEPOSIT LODGED TO PLACE ON BOARD UPTO 4 OF THEIR OFFICERS AT BUYERS' RISK AND EXPENSES FOR FAMILIALIZATION PURPOSE ONLY WITHOUT INTERFERING WITH SELLERS' OPERATION. THE BUYERS ALSO TO HAVE THE RIGHT AT THE PORT OF DELIVERY TO SEND ON BOARD THE REMAINDER OF THEIR CREW FOR THE PURPOSE OF FAMILIALIZATION AND ATTENDING DEMONSTRATION OF THE OPERATION OF ALL MACHINRIES BY SELLERS' CREW, ALL AT BUYERS' RISK AND EXPENSES. BUYERS' REPRESENTATIVE(S) SHALL SIGN SELLERS' FORM OF INDEMNITY ON/BEFORE EMBARKATION. SELLERS SHALL PROVIDE ACCOMODATION AND PROVISIONS AS USUAL FOR THEIR OWN CREW AT USD5/MEAL PER PERSON. 10. SELLERS GUARANTEE VESSEL IS NOT BLACKLISTED/BOYCOTTED BY ANY NATIONS AND / OR ORGANZATIONS. 11. THE SELLERS SHOULD PROVIDE THE BUYERS WITH AN ORIGINAL BUILDER'S CAPACITY PLAN AND ORIGINAL TRIM AND STABILITY, PARTICULARS BOOKLET STAMPED AND APPROVED BY A CLASS AUTHORITY SHOWING LIGHTWEIGHT IN METRIC TONS 12. DELIVERY DOCUMENT: TB AGREED - REVERTING WITH BUYERS' COUNTER. 13. ARBITRATION TO BE IN HONG KONG WITH ENGLISH LAW TO APPLY. 14. OTHERWISE MOA TO BE BASED ON NSF 1993 SUITABLE AMENDED. 15. THIS OFFER,ANY FURTHER NEGOTIATION,THE IDENTITIES OF THE SELLERS AND BUYERS AND THEIR BROKERS ARE TO REMAIN STRICTLY PRIVATE AND CONFIDENTIAL AND NOT TO BE REVEALED TO ANY THIRD PARTIES. 16. SUB BUYERS' BOD APPROVAL TO BE LIFTED W/I TWO WORKING DAYS AFTER VESSEL, HER CLASS RECORDS AND DOCUMENTS STATED IN NO.2 ABOVE. 17. NO SELLERS' SUBJECT. END OF OFFER PLEASE COUNTER IN TIME B.RGDS