EX-1 11 file002.htm FORM OF UNDERWRITING AGREEMENT

                                     STEALTHGAS INC.

                                  [7,700,000] SHARES(1)

                                      COMMON STOCK

                                 Underwriting Agreement

    September [o], 2005

    Cantor Fitzgerald & Co.
    110 East 59th Street
    New York, New York  10022

    Morgan Keegan & Company, Inc.
    4400 Post Oak Parkway, Suite 2670
    Houston, TX 77027

    Johnson Rice & Company L.L.C.
    639 Loyola Avenue, Suite 2775
    New Orleans, Louisiana  70113

    Hibernia Southcoast Capital, Inc.
    909 Poydras Street, Suite 100
    New Orleans, Louisiana  70112

    Harrisdirect, LLC
    10002 Harborside
    501 Financial Center, Plaza II
    Jersey City, NJ 07311

    As representatives of the several Underwriters listed in Schedule I hereto

    c/o      Cantor Fitzgerald & Co.
             110 East 59th Street
             New York, New York  10022

    Ladies and Gentlemen:

    -----------------------
    (1)  Plus an option to purchase from the Company up to an aggregate of [o]
         Option Shares to cover over-allotments.

         StealthGas Inc., a Marshall Islands company (the "COMPANY"), proposes to
    issue and sell to the several Underwriters listed in Schedule I hereto (the
    "UNDERWRITERS") an aggregate of [7,700,000] shares of common stock, par value
    $.01 per share (the "COMMON STOCK"), of the Company (the "UNDERWRITTEN SHARES")
    and, for the sole purpose of covering over-allotments in connection with the
    sale of the Underwritten Shares, at the option of the Underwriters, the Company
    has also agreed to sell up to an aggregate of [1,155,000] shares of Common Stock
    of the Company (the "OPTION SHARES"). The Underwritten Shares and the Option
    Shares are herein referred to as the "SHARES". The Shares of Common Stock of the
    Company to be outstanding after giving effect to the sale of the Shares are
    herein referred to as the "STOCK".

         The Company has prepared and filed with the Securities and Exchange
    Commission (the "COMMISSION") in accordance with the provisions of the
    Securities Act of 1933, as amended, and the rules and regulations of the
    Commission thereunder (collectively, the "SECURITIES ACT"), a registration
    statement (Registration No. 333-[o]), including a prospectus, relating to the
    Shares. The registration statement, as amended at the time when it shall become
    effective including information (if any) deemed to be part of the registration
    statement at the time of effectiveness pursuant to Rule 430A under the
    Securities Act, is referred to in this Agreement as the "REGISTRATION
    STATEMENT," and the prospectus in the form first used to confirm sales of the
    Shares is referred to in this Agreement as the "PROSPECTUS." If the Company has
    filed an abbreviated registration statement to register additional Shares
    pursuant to Rule 462(b) under the Securities Act, then any reference herein to
    the term "Registration Statement" shall be deemed to include such Rule 462
    registration statement.

             Section 1. Purchase of the Shares. The Company hereby agrees with the
    Underwriters as follows:

                   (a) The Company agrees to issue and sell the Underwritten Shares
    to the several Underwriters as hereinafter provided, and each Underwriter, upon
    the basis of the representations and warranties herein contained, but subject to
    the conditions hereinafter stated, agrees to purchase from the Company the
    respective number of Underwritten Shares set forth opposite such Underwriter's
    name in Schedule I hereto at a purchase price per share (the "PURCHASE PRICE")
    of $[o].

         In addition, the Company agrees to issue and sell the Option Shares to the
    several Underwriters as hereinafter provided, and the Underwriters on the basis
    of the representations and warranties herein contained, but subject to the
    conditions hereinafter stated, shall have the option to purchase from the
    Company up to the respective number of Option Shares set forth opposite their
    names on Schedule I, aggregating [o], at the Purchase Price, for the sole
    purpose of covering over-allotments (if any) in the sale of Underwritten Shares
    by the several Underwriters.

         If any Option Shares are to be purchased, the number of Option Shares to be
    purchased by each Underwriter shall be the number of Option Shares which bears
    the same ratio to the aggregate number of Option Shares being purchased as the
    number of Underwritten Shares set forth opposite the name of such Underwriter in
    Schedule I hereto

                                           -2-

    (or such number increased as set forth in Section 7 hereof) bears to the
    aggregate number of Underwritten Shares being purchased from the Company by the
    several Underwriters, subject, however, to such adjustments to eliminate any
    fractional Shares as the Underwriters in their sole discretion shall make.

         The Underwriters may exercise the option to purchase the Option Shares at
    any time and from time to time on or before the thirtieth day following the date
    of this Agreement, by written notice from the Underwriters to the Company. Such
    notice shall set forth the aggregate number of Option Shares as to which the
    option is being exercised and the date and time when the Option Shares are to be
    delivered and paid for, which may be the same date and time as the Closing Date
    (as hereinafter defined) but shall not be earlier than the Closing Date nor
    later than the tenth full Business Day (as hereinafter defined) after the date
    of such notice (unless such time and date are postponed in accordance with the
    provisions of Section 7 hereof). Any such notice shall be given at least two
    Business Days prior to the date and time of delivery specified therein.

                   (b) The Company understands that the Underwriters intend (i) to
    make a public offering of the Shares as soon after (A) the Registration
    Statement has become effective and (B) the parties hereto have executed and
    delivered this Agreement, as in the judgment of the Underwriters is advisable
    and (ii) initially to offer the Shares upon the terms set forth in the
    Prospectus.

                   (c) Payment for the Shares shall be made by wire transfer in
    immediately available funds to the account specified by the Company to the
    Underwriters, in the case of the Underwritten Shares, on September [o], 2005, or
    at such other time on the same or such other date, not later than the fifth
    Business Day thereafter, as the Underwriters and the Company may agree upon in
    writing or, in the case of the Option Shares, on the date and time specified by
    the Underwriters in the written notice of the Underwriters' election to purchase
    such Option Shares. The time and date of such payment for the Underwritten
    Shares is referred to herein as the "CLOSING Date" and the time and date for
    such payment for the Option Shares, if other than the Closing Date, is herein
    referred to as the "ADDITIONAL CLOSING DATE." As used herein, the term "BUSINESS
    DAY" means any day other than a day on which banks are permitted or required to
    be closed in New York City.

                                          -3-

         Payment for the Shares to be purchased on the Closing Date or the
    Additional Closing Date, as the case may be, shall be made against delivery to
    the Underwriters for the respective accounts of the several Underwriters of the
    Shares to be purchased on such date registered in such names and in such
    denominations as the Underwriters shall request in writing not later than two
    full Business Days prior to the Closing Date or the Additional Closing Date, as
    the case may be, with any transfer taxes payable in connection with the transfer
    to the Underwriters of the Shares duly paid by the Company. The certificates for
    the Shares will be made available for inspection by the Underwriters at the
    office of Cantor Fitzgerald & Co. set forth above not later than 1:00 P.M., New
    York City time, on the Business Day prior to the Closing Date or the Additional
    Closing Date, as the case may be.

             Section 2. Representations and Warranties of the Company. The Company
    represents and warrants to each Underwriter that:

                   (a) no order preventing or suspending the use of any preliminary
    prospectus has been issued by the Commission, and each preliminary prospectus
    filed as part of the Registration Statement, as originally filed or as part of
    any amendment thereto, or filed pursuant to Rule 424 under the Securities Act,
    complied when so filed in all material respects with the Securities Act, and did
    not contain an untrue statement of a material fact or omit to state a material
    fact required to be stated therein or necessary to make the statements therein,
    in the light of the circumstances under which they were made, not misleading;
    provided that this representation and warranty shall not apply to any statements
    or omissions made in reliance upon and in conformity with information relating
    to any Underwriter furnished to the Company in writing by such Underwriter
    expressly for use therein;

                   (b) no stop order suspending the effectiveness of the
    Registration Statement has been issued and no proceeding for that purpose has
    been instituted or, to the knowledge of the Company, threatened by the
    Commission; and the Registration Statement and Prospectus (as amended or
    supplemented if the Company shall have furnished any amendments or supplements
    thereto) comply, or will comply at the time of the applicable effective date in
    the case of the Registration Statement or the filing date in the case of the
    Prospectus, as the case may be, in all material respects with the Securities
    Act; and the Registration Statement does not and will not, as of the applicable
    effective date of the Registration Statement and any amendment thereto, contain
    any untrue statement of a material fact or omit to state any material fact
    required to be stated therein or necessary to make the statements therein not
    misleading, and the Prospectus, as amended or supplemented, if applicable, at
    the Closing Date or Additional Closing Date, as the case may be, will not
    contain any untrue statement of a material fact or omit to state a material fact
    necessary to make the statements therein, in the light of the circumstances
    under which they were made, not misleading; except that the foregoing
    representations and warranties shall not apply to statements or omissions in the
    Registration Statement or the Prospectus made in reliance upon and in conformity
    with information relating to any Underwriter furnished to the Company in writing
    by such Underwriter expressly for use therein;

                                          -4-

                   (c) the financial statements, and the related notes and
    supporting schedules, included in the Registration Statement and the Prospectus
    present fairly, on a consolidated basis, the financial position of the Company
    and its consolidated Subsidiaries (as hereinafter defined) as of the dates
    indicated and the results of their operations, cash flows and changes in
    stockholders' equity for the periods specified; and those financial statements
    have been prepared in conformity with United States generally accepted
    accounting principles applied on a consistent basis, and the supporting
    schedules included in the Registration Statement present fairly the information
    required to be stated therein; and (ii) there are no material off-balance sheet
    arrangements (as defined in Regulation S-K Item 303(a)(4)(ii)) that may have a
    material current or future effect on the Company's financial condition, results
    of operations, liquidity, capital expenditures or capital resources;

                   (d) since the respective dates as of which information is given
    in the Registration Statement and the Prospectus (exclusive of any amendment or
    supplement thereto), there has not been any change in the capital stock or
    long-term debt of the Company or any of its Subsidiaries, or any material
    change, or any development involving a prospective material change, in or
    affecting the general affairs, business, prospects, management, consolidated
    financial position, stockholders' equity or results of operations of the Company
    and its Subsidiaries taken as a whole, otherwise than as set forth or
    contemplated in the Prospectus (exclusive of any amendment or supplement
    thereto); and except as set forth or contemplated in the Prospectus (exclusive
    of any amendment or supplement thereto), neither the Company nor any of its
    Subsidiaries has entered into any transaction or agreement (whether or not in
    the ordinary course of business) material to the Company and its Subsidiaries
    taken as a whole;

                   (e) the Company has been duly organized and is validly existing
    as a corporation in good standing under the laws of the Republic of the Marshall
    Islands, with power and authority (corporate and other) to own its properties
    and conduct its business as described in the Prospectus, and has been duly
    qualified as a foreign corporation for the transaction of business and is in
    good standing under the laws of each other jurisdiction in which it owns or
    leases properties, or conducts any business, so as to require such
    qualification, other than those jurisdictions where the failure to be so
    qualified or in good standing would not have a material adverse effect on the
    Company and its Subsidiaries taken as a whole;

                   (f) each of the Company's Subsidiaries has been duly organized
    and is validly existing as a corporation under the laws of its jurisdiction of
    incorporation, with power and authority (corporate and other) to own its
    properties and conduct its business as described in the Prospectus, and has been
    duly qualified as a foreign corporation for the transaction of business and is
    in good standing under the laws of each jurisdiction in which it owns or leases
    properties, or conducts any business, so as to require such qualification, other
    than where the failure to be so qualified or in good standing would not have a
    material adverse effect on the Company and its Subsidiaries taken as a whole;
    and all the outstanding shares of capital stock of each Subsidiary of the
    Company have been duly authorized and validly issued, are fully-paid and
    non-

                                          -5-

    assessable, and are owned by the Company, directly or indirectly, free and clear
    of all liens, encumbrances, security interests and claims;

                   (g) all of the vessels described in the Prospectus as being owned
    by the Company or any of its Subsidiaries are owned directly by Subsidiaries of
    the Company; other than its Subsidiaries, the Company does not hold any equity
    interest in any other Person;

                   (h) this Agreement has been duly authorized, executed and
    delivered by the Company;

                   (i) (i) each of (x) the management agreement dated [?], 2005
    between the Company and Stealth Maritime Corporation S.A. (the "MANAGEMENT
    AGREEMENT") and (y) the agreements set forth in Schedule II of this Agreement
    (the "MOAS") to purchase the Identified Vessels (as defined in the Prospectus)
    has been duly authorized, executed and delivered by the respective parties
    thereto, and is a valid and binding agreement of each such party enforceable
    against each such party in accordance with its terms; and (ii) each of the
    Management Agreement and the MOAs conforms in all material respects to the
    description thereof in the Prospectus;

                   (j) the Company has an authorized capitalization as set forth in
    the Prospectus and its authorized capital stock conforms as to legal matters to
    the description thereof set forth in the Prospectus, and all of the outstanding
    shares of capital stock of the Company have been duly authorized and validly
    issued, are fully-paid and non-assessable and are not subject to any pre-emptive
    or similar rights; and, except as described in or expressly contemplated by the
    Prospectus, there are no outstanding rights (including, without limitation,
    pre-emptive rights), warrants or options to acquire, or instruments convertible
    into or exchangeable for, any shares of capital stock or other equity interests
    in the Company or in any of its Subsidiaries, or any contract, commitment,
    agreement, understanding or arrangement of any kind relating to the issuance of
    any capital stock of the Company or any such Subsidiary, any such convertible or
    exchangeable securities or any such rights, warrants or options and there are no
    restrictions on subsequent transfers of the Shares under the laws of the
    Republic of the Marshall Islands or of Greece;

                   (k) the Shares to be issued and sold by the Company hereunder
    have been duly authorized and, when issued and delivered to and paid for by the
    Underwriters in accordance with the terms of this Agreement, will be duly and
    validly issued and will be fully paid and non-assessable with no personal
    liability attaching to the ownership thereof and will conform to the
    descriptions thereof in the Prospectus; and the issuance of the Shares is not
    subject to any preemptive or other comparable rights;

                   (l) all material consents, approvals, authorizations, orders,
    licenses, registrations, clearances and qualifications of or with any court or
    governmental agency or body or any stock exchange authorities or self-regulatory
    organizations having

                                          -6-

    jurisdiction over the Company or any of its Subsidiaries or any of its or their
    properties required for the execution and delivery by the Company of this
    Agreement to be duly and validly authorized and for the issuance and sale of the
    Shares have been obtained or made and are in full force and effect;

                   (m) all dividends and other distributions declared and payable on
    the shares of capital stock of the Company may under the current laws and
    regulations of the Republic of the Marshall Islands and Greece be paid in United
    States dollars and may be freely transferred out of the Marshall Islands or
    Greece, and all such dividends and other distributions are not subject to
    withholding or other taxes under the current laws and regulations of the
    Republic of the Marshall Islands or Greece and are otherwise free and clear of
    any other tax, withholding or deduction in, and without the necessity of
    obtaining any consents, approvals, authorizations, orders, licenses,
    registrations, clearances and qualifications of or with any court or
    governmental agency or body or any stock exchange authorities in, the Republic
    of the Marshall Islands or Greece;

                   (n) (i) neither the Company nor any of its Subsidiaries (x) is in
    violation of its respective Articles of Incorporation or By-laws (or similar
    organizational or charter documents) or (y) is, or with the giving of notice or
    lapse of time or both would be, in violation of or in default under any
    indenture, mortgage, deed of trust, loan agreement or other agreement or
    instrument to which the Company or any of its Subsidiaries is a party or by
    which it or any of them or any of their respective properties is bound, except
    for violations and defaults of the kind referred to in clause (y) which
    individually or in the aggregate are not material to the Company and its
    Subsidiaries taken as a whole; (ii) the issue and sale of the Shares and the
    performance by the Company of its other obligations under this Agreement and the
    consummation of the transactions contemplated herein will not conflict with its
    Articles of Incorporation or By-laws (or similar organizational or charter
    documents) or result in a breach of any of the terms or provisions of, or
    constitute a default under, any indenture, mortgage, deed of trust, loan
    agreement or other agreement or instrument to which the Company or any of its
    Subsidiaries is a party or by which the Company or any of its Subsidiaries is
    bound or to which any of the property or assets of the Company or any of its
    Subsidiaries is subject, nor will any such action result in any violation of the
    provisions of the Articles of Incorporation or the By-laws (or similar
    organizational or charter documents) of the Company or any of its Subsidiaries
    or any applicable law or statute or any order, rule or regulation of any court
    or governmental agency or body or self-regulatory organization having
    jurisdiction over the Company, any of its Subsidiaries or any of their
    respective properties; and (iii) no consent, approval, authorization, order,
    license, registration or qualification of or with any such court or governmental
    agency or body is required for the issue and sale of the Shares or the
    consummation by the Company of the transactions contemplated by this Agreement,
    except such consents, approvals, authorizations, orders, licenses, registrations
    or qualifications (x) as have been obtained under the Securities Act, the
    Securities Exchange Act of 1934, as amended, and the rules and regulations of
    the Commission thereunder (collectively, the "EXCHANGE ACT") and as may be
    required under state securities or Blue Sky Laws in connection with the purchase
    and distribution of the Shares by the Underwriters or such as may be required by
    the National Association of Securities Dealers, Inc. (the "NASD"), or (y) which
    individually or in the aggregate are

                                          -7-

    not material to the Company and its Subsidiaries taken as a whole or to the
    issue and sale of the Shares and the performance by the Company of its other
    obligations under this Agreement and the consummation of the transactions
    contemplated herein;

                   (o) other than as set forth or contemplated in the Prospectus,
    there are no legal or governmental investigations, actions, suits or proceedings
    pending or, to the knowledge of the Company, threatened against or affecting the
    Company or any of its Subsidiaries or any of their respective properties or to
    which the Company or any of its Subsidiaries is or may be a party or to which
    any property of the Company or any of its Subsidiaries is or may be the subject
    which, if determined adversely to the Company or any of its Subsidiaries, would
    individually or in the aggregate have, or could reasonably be expected to have,
    a material adverse effect on the general affairs, business, prospects,
    management, consolidated financial position, stockholders' equity or results of
    operations of the Company and its Subsidiaries taken as a whole, and, to the
    best of the Company's knowledge, no such proceedings are threatened or
    contemplated by governmental authorities or threatened by others; and there are
    no statutes, regulations, contracts or other documents that are required to be
    described in the Registration Statement or Prospectus or to be filed as exhibits
    to the Registration Statement that are not described or filed as required;

                   (p) the Company and its Subsidiaries have good title to all items
    of personal property owned by each of them, in each case free and clear of all
    liens, encumbrances and defects except such as are described or referred to in
    the Prospectus or such as do not materially interfere with the use made or
    proposed to be made of such property by the Company and its Subsidiaries (as
    described in the Registration Statement and Prospectus); the Company leases all
    such properties as are necessary to the conduct of its operations as currently
    conducted;

                   (q) no relationship, direct or indirect, exists between or among
    the Company or any or its Subsidiaries on the one hand, and the directors,
    officers, shareholders, customers or suppliers of the Company or any of its
    Subsidiaries on the other hand, which is required by the Securities Act to be
    described in the Prospectus which is not so described. Since the date of its
    incorporation, the Company has not, directly or indirectly, including through
    any Subsidiary, extended or maintained credit, or arranged for the extension of
    credit, or renewed or amended any extension of credit, in the form of a personal
    loan to or for any of its directors or executive officers;

                   (r) except as described in the Prospectus, there are no
    contracts, agreements or understandings between the Company and any person
    granting such person the right to require the Company to file a registration
    statement under the Securities Act with respect to any securities of the Company
    owned or to be owned by such person or to require the Company to include such
    securities in the securities registered pursuant to the Registration Statement
    or in any securities being registered pursuant to any other registration
    statement filed by the Company under the Securities Act. The holders of
    outstanding shares of the Common Stock are not entitled to preemptive rights,
    co-sale rights, rights of first refusal or other rights to subscribe for or
    purchase any shares of the Common Stock, and there are no contracts, agreements
    or

                                          -8-

    understandings between the Company and any person granting such person such
    preemptive rights, co-sale rights, rights of first refusal or other rights to
    subscribe for or purchase the Shares.

                   (s) the Company is not and, after giving effect to the offering
    and sale of the Shares, will not be an "investment company" or an entity
    "controlled" by an "investment company", as such terms are defined in the
    Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT");

                   (t) the Company does not believe it is a Passive Foreign
    Investment Company ("PFIC") within the meaning of Section 1296 of the United
    States Internal Revenue Code of 1986, as amended, and does not believe it is
    likely to become a PFIC;

                   (u) Deloitte & Touche Tohmatsu ("DELOITTE & TOUCHE"), who have
    certified certain financial statements of the Company and its Subsidiaries, are
    independent public accountants as required by the Securities Act and as
    preapproved in accordance with the requirements set forth in Section 10A of the
    Exchange Act, Deloitte & Touche have not engaged in any "Prohibited Activities"
    (as defined in Section 10A of the Exchange Act) on behalf of the Company;

                   (v) the Company and its Subsidiaries have filed all federal,
    state, local and foreign tax returns which have been required to be filed and
    have paid all taxes shown thereon and all assessments received by them or any of
    them to the extent that such taxes have become due and are not being contested
    in good faith; and, except as disclosed in the Registration Statement and the
    Prospectus, there is no tax deficiency which has been or might reasonably be
    expected to be asserted or threatened against the Company or any Subsidiary;

                   (w) the Company has not taken, directly or indirectly, any action
    designed to, or that might be reasonably expected to, cause or result in
    stabilization or manipulation of the price of the Common Stock;

                   (x) neither the Company nor any of its Subsidiaries has
    sustained, since the date of the latest audited financial statements included in
    the Prospectus, any material loss or interference with its business from fire,
    explosion, flood or other calamity, whether or not covered by insurance, or from
    any labor dispute or court or governmental action, order or decree, otherwise
    than as set forth or contemplated in the Prospectus.

                   (y) each of the Company and its Subsidiaries owns, possesses or
    has obtained, all licenses, permits, certificates, consents, orders, approvals
    and other authorizations from, and has made all declarations and filings with,
    all federal, state, local and other governmental authorities (including foreign
    regulatory agencies), all self-regulatory organizations and all courts and other
    tribunals, domestic or foreign, necessary to own or lease, as the case may be,
    and to operate its properties and to carry on its business as conducted as of
    the date hereof, other than such licenses, permits, certificates,

                                          -9-

    consents, orders, approvals, other authorizations, declarations and filings
    which individually or in the aggregate are not material to the Company and its
    Subsidiaries taken as a whole, and neither the Company nor any such Subsidiary
    has received any actual notice of any proceeding relating to revocation or
    modification of any such license, permit, certificate, consent, order, approval
    or other authorization, except as described in the Registration Statement and
    the Prospectus; and each of the Company and its Subsidiaries is in compliance
    with all laws and regulations relating to the conduct of its business as
    conducted as of the date hereof other than any failure to so comply that would
    not have a material adverse effect on the financial condition and operations or
    the business of the Company and its Subsidiaries taken as a whole;

                   (z) there are no existing or, to the best knowledge of the
    Company, threatened labor disputes with the employees of the Company or any of
    its Subsidiaries which are likely to have a material adverse effect on the
    financial condition and operations or the business of the Company and its
    Subsidiaries taken as a whole;

                   (aa) each of the Company and its Subsidiaries (i) is in
    compliance with any and all applicable foreign, federal, provincial, state and
    local laws and regulations, including any applicable regulations and standards
    adopted by the International Maritime Organization, relating to the protection
    of human health and safety, the environment or hazardous or toxic substances or
    wastes, petroleum pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) has
    received all permits, licenses, other approvals, authorizations and certificates
    of financial responsibility required of it under applicable Environmental Laws
    to conduct its business and (iii) is in compliance with all terms and conditions
    of any such permit, license or approval, except where such noncompliance with
    Environmental Laws, failure to receive required permits, licenses or other
    approvals or failure to comply with the terms and conditions of such permits,
    licenses or approvals would not have a material adverse effect on the Company
    and its Subsidiaries taken as a whole;

                   (bb) each of the Company and its Subsidiaries are insured by
    insurers of recognized financial responsibility against such losses and risks
    and in such amounts as are customary and in accordance with standard industry
    practice in the businesses in which they are engaged; neither the Company nor
    any such Subsidiary has any reason to believe that it will not be able to renew
    its existing insurance coverage as and when such coverage expires or to obtain
    similar coverage from similar insurers as may be necessary to continue its
    business, except as described in or contemplated by the Prospectus;

                   (cc) the Company has established and maintains disclosure
    controls and procedures (as such term is defined in Rule 13a-15 under the
    Exchange Act), which (i) are designed to ensure that material information
    relating to the Company, including its consolidated Subsidiaries, is made known
    to the Company's principal executive officer and its principal financial officer
    by others within those entities, particularly during the preparation of the
    Registration Statement; (ii) have been evaluated for effectiveness as of the
    date of the filing of the Registration Statement with the

                                          -10-

    Commission; and (iii) are effective in all material respects to perform the
    functions for which they were established;

                   (dd) based on the evaluation of its internal controls over
    financial reporting, the Company is not aware of (i) any significant deficiency
    or material weakness in the design or operation of internal controls over
    financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial
    information; or (ii) any fraud, whether or not material, that involves
    management or other employees who have a significant role in the Company's
    internal controls over financial reporting;

                   (ee) no stamp or other issuance or transfer taxes or duties and
    no capital gains, income, withholding or other taxes are payable by or on behalf
    of the Underwriters to Greece, Malta or the Marshall Islands or any political
    subdivision or taxing authority thereof or therein in connection with the sale
    and delivery by the Company of the Shares to or for the respective accounts of
    the Underwriters or the sale and delivery by the Underwriters of the Shares to
    the initial purchasers thereof; and

                   (ff) neither the Company nor any of its Subsidiaries has
    outstanding, or guarantees, any securities accorded a rating by any "nationally
    recognized statistical rating organization", as such term is defined in Rule
    436(g)(2) under the Securities Act.

                   (gg) the Company (i) makes and keeps accurate books and records
    and (ii) maintains internal accounting controls which provide reasonable
    assurance that (A) transactions are executed in accordance with management's
    authorization, (B) transactions are recorded as necessary to permit preparation
    of its financial statements and to maintain accountability for its assets, (C)
    access to its assets is permitted only in accordance with management's
    authorization and (D) the reported accountability for its assets is compared
    with existing assets at reasonable intervals.

                   (hh) neither the Company nor any of its Subsidiaries, nor any
    director, officer, agent, employee or other person associated with or acting on
    behalf of the Company or any of its subsidiaries, has used any corporate funds
    for any unlawful contribution, gift, entertainment or other unlawful expense
    relating to political activity; made any direct or indirect unlawful payment to
    any foreign or domestic government official or employee from corporate funds,
    violated or is in violation of any provision of the Foreign Corrupt Practices
    Act of 1977; or made any bribe, rebate, payoff, influence payment, kickback or
    other unlawful payment.

    As used herein, the term "SUBSIDIARY" means a corporation, company or other
    entity (i) more than 50% of whose outstanding securities (representing the right
    to vote for the election of directors or other managing authority) are, or (ii)
    which does not have outstanding shares or securities (as may be the case in a
    partnership, joint venture or unincorporated association), but more than 50% of
    whose ownership interest representing the right to make decisions for such other
    entity is owned or controlled, directly or

                                          -11-

    indirectly, by the Company. The only Subsidiaries of the Company are those
    listed on Exhibit 21 to the Registration Statement.

             Section 3. Agreements of the Company. The Company covenants and agrees
    with each of the several Underwriters as follows:

                   (a) to use its best efforts to cause the Registration Statement
    to become effective at the earliest possible time and, if required, to file the
    final Prospectus with the Commission within the time periods specified by Rule
    424(b) and Rule 430A under the Securities Act and, in any event, to furnish
    copies of the Prospectus to the Underwriters in New York City prior to 10:00
    a.m., New York City time, on the Business Day next succeeding the date of this
    Agreement in such quantities as the Underwriters may reasonably request;

                   (b) to deliver, at the expense of the Company, to Cantor
    Fitzgerald & Co. a signed copy of the final amendment to the Registration
    Statement in the form as declared effective by the Commission, including
    exhibits and to each other Underwriter a conformed copy of the Registration
    Statement (as originally filed) and each amendment thereto, in each case without
    exhibits and, during the period mentioned in Section 3(e) below, to each of the
    Underwriters as many copies of the Prospectus (including all amendments and
    supplements thereto) as the Underwriters may reasonably request;

                   (c) before filing any amendment or supplement to the Registration
    Statement or the Prospectus, whether before or after the time the Registration
    Statement becomes effective, to furnish to the Underwriters a copy of the
    proposed amendment or supplement for review and not to file any such proposed
    amendment or supplement to which the Underwriters reasonably object;

                   (d) to advise the Underwriters promptly when the Registration
    Statement has become effective, when any amendment to the Registration Statement
    has been filed or becomes effective, when any supplement to the Prospectus or
    any amended Prospectus has been filed and, at the expense of the Company, to
    furnish the Underwriters with copies thereof, of any request by the Commission
    for any amendment to the Registration Statement or any amendment or supplement
    to the Prospectus or for any additional information, of the issuance by the
    Commission of any stop order suspending the effectiveness of the Registration
    Statement or of any order preventing or suspending the use of any preliminary
    prospectus or the Prospectus or the initiation or threatening of any proceeding
    for that purpose, of the occurrence of any event, within the period referenced
    in Section 3(e) below, as a result of which the Prospectus as then amended or
    supplemented would include an untrue statement of a material fact or omit to
    state any material fact necessary in order to make the statements therein, in
    the light of the circumstances when the Prospectus is delivered to a purchaser,
    not misleading, and of the receipt by the Company of any notification with
    respect to any suspension of the qualification of the Shares for offer and sale
    in any jurisdiction or the initiation or threatening of any proceeding for such
    purpose; and to use its best efforts to prevent the issuance of any such stop
    order, or of any order preventing or suspending the use of any

                                          -12-

    preliminary prospectus or the Prospectus, or of any order suspending any such
    qualification of the Shares, or notification of any such order thereof and, if
    issued, to obtain as soon as possible the withdrawal thereof;

                   (e) if, during such period of time after the first date of the
    public offering of the Shares as in the opinion of counsel for the Underwriters
    a prospectus relating to the Shares is required by law to be delivered in
    connection with sales by the Underwriters or any dealer, any event shall occur
    as a result of which it is necessary to amend or supplement the Prospectus in
    order to ensure that the Prospectus as then amended or supplemented does not
    include an untrue statement of a material fact or omit to state a material fact
    necessary in order to make the statements therein, in the light of the
    circumstances when the Prospectus is delivered to a purchaser, not misleading,
    or if it is necessary to amend or supplement the Prospectus to comply with law,
    forthwith to prepare and furnish, at the expense of the Company, to the
    Underwriters and to the dealers (whose names and addresses the Underwriters will
    furnish to the Company) to which Shares may have been sold by the Underwriters
    on behalf of the Underwriters and to any other dealers upon request, such
    amendments or supplements to the Prospectus as may be necessary so that the
    Prospectus as so amended or supplemented will not include an untrue statement of
    a material fact or omit to state a material fact necessary in order to make the
    statements therein, in the light of the circumstances when the Prospectus is
    delivered to a purchaser, not misleading or so that the Prospectus will comply
    with law;

                   (f) to endeavor to qualify the Shares for offer and sale under
    the securities or Blue Sky laws of such jurisdictions as the Underwriters shall
    reasonably request and to continue such qualification in effect so long as
    reasonably required for distribution of the Shares; provided that the Company
    shall not be required to file a general consent to service of process in any
    jurisdiction;

                   (g) to make generally available to its security holders and to
    the Underwriters as soon as practicable an earnings statement covering a period
    of at least twelve months beginning with the first fiscal quarter of the Company
    occurring after the effective date of the Registration Statement, which shall
    satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of
    the Commission promulgated thereunder;

                   (h) during a period of three years from the effective date of the
    Registration Statement, to furnish to the Underwriters copies of all reports or
    other communications (financial or other) furnished to holders of the Shares,
    and copies of any reports and financial statements furnished to or filed with
    the Commission or any national securities exchange or the Nasdaq Stock Market
    ("Nasdaq"); it being understood and agreed that posting such reports on the
    Commission's EDGAR website and/or on the Company's website shall be sufficient;

                   (i) (i) for a period of 180 days after the effective date of the
    Registration Statement (the "LOCK-UP PERIOD") not to (x) offer, pledge, announce
    the intention to sell, sell, contract to sell any option or contract to purchase
    any option or contract to sell, grant any option, right or warrant to purchase
    or otherwise transfer or dispose of, directly or indirectly, any shares of Stock
    or any securities convertible into or

                                          -13-

    exercisable or exchangeable for Stock or (y) enter into any swap or other
    agreement that transfers, in whole or in part, any of the economic consequences
    of ownership of the Stock, whether any such transaction described in clause (x)
    or (y) above is to be settled by delivery of Stock or such other securities, in
    cash or otherwise without the prior written consent of the Underwriters, other
    than the Shares to be sold hereunder and any shares of Stock of the Company
    issued upon the exercise of options granted and grants of additional options
    under existing employee stock option plans; provided, however, if (1) the
    Company issues an earnings release or material news, or a material event
    relating to the Company occurs, during the last 17 days of the Lock-Up Period,
    or (2) prior to the expiration of the Lock-Up Period, the Company announces that
    it will release earnings results during the 16-day period beginning on the last
    day of the Lock-Up Period, the restrictions imposed by this paragraph shall
    continue to apply until the expiration of the 18-day period beginning on the
    issuance of the earnings release or the occurrence of the material news or
    material event, unless Cantor Fitzgerald & Co. waives, in writing, such
    extension; and (ii) to provide written notice to the Underwriters of any event
    that would result in an extension of the Lock-Up Period pursuant to the
    foregoing.

                   (j) to use the net proceeds received by the Company from the sale
    of the Shares pursuant to this Agreement in the manner specified in the
    Prospectus under the caption "Use of Proceeds";

                   (k) to use its best efforts to list, subject to notice of
    issuance, the Shares on the Nasdaq;

                   (l) not to (and to cause its Subsidiaries not to) take, directly
    or indirectly, any action designed to, or that might reasonably be expected to,
    cause or result in stabilization or manipulation of the Shares;

                   (m) to file timely with the Commission such reports on Form 20-F
    and Form 6-K as may be required by Rule 463 under the Securities Act; and

                   (n) whether or not the transactions contemplated in this
    Agreement are consummated or this Agreement is terminated, to pay or cause to be
    paid all costs and expenses incident to the performance of its obligations
    hereunder, including without limiting the generality of the foregoing, all costs
    and expenses incident to the preparation, issuance, execution and delivery of
    the Shares, incident to the preparation, printing and filing under the
    Securities Act of the Registration Statement, the Prospectus and any preliminary
    prospectus (including in each case all exhibits, amendments and supplements
    thereto), incurred in connection with the registration or qualification of the
    Shares under the laws of such jurisdictions as the Underwriters may designate
    (including fees of counsel for the Underwriters and its disbursements), in
    connection with the listing of the Shares on the Nasdaq, related to the filing
    with, and clearance of the offering by, the NASD (including fees of counsel for
    the Underwriters and its disbursements), in connection with the printing
    (including word processing and duplication costs) and delivery of this
    Agreement, the Preliminary and Supplemental Blue Sky Memoranda and the
    furnishing to the Underwriters and dealers of copies of the Registration
    Statement and the Prospectus, including mailing and shipping, as herein
    provided, any expenses

                                          -14-

    incurred by the Company in connection with a "road show" presentation to
    potential investors, the cost of preparing stock certificates and the cost and
    charges of any transfer agent and any registrar.

             Section 4. Conditions of the Underwriters' Obligations. The several
    obligations of the Underwriters hereunder to purchase the Shares on the Closing
    Date or the Additional Closing Date, as the case may be, are subject to the
    performance by the Company of its obligations hereunder and to the following
    additional conditions:

                   (a) the Registration Statement shall have become effective (or if
    a post-effective amendment is required to be filed under the Securities Act,
    such post-effective amendment shall have become effective) not later than 5:00
    P.M., New York City time, on the date hereof; and no stop order suspending the
    effectiveness of the Registration Statement or any post-effective amendment
    shall be in effect, and no proceedings for such purpose shall be pending before
    or threatened by the Commission; the Prospectus shall have been filed with the
    Commission pursuant to Rule 424(b) within the applicable time period prescribed
    for such filing by the rules and regulations under the Securities Act and in
    accordance with Section 3(a) hereof; and all requests for additional information
    shall have been complied with to the satisfaction of the Underwriters.

                   (b) the representations and warranties of the Company contained
    herein shall be true and correct on and as of the Closing Date or the Additional
    Closing Date, as the case may be, as if made on and as of the Closing Date or
    the Additional Closing Date, as the case may be, and the Company shall have
    complied with all agreements and all conditions on its part to be performed or
    satisfied hereunder at or prior to the Closing Date or the Additional Closing
    Date, as the case may be.

                   (c) since the respective dates as of which information is given
    in the Prospectus there shall not have been any change in the capital stock or
    long-term debt of the Company or any of its Subsidiaries or any material adverse
    change, or any development involving a prospective material adverse change, in
    or affecting the general affairs, business, prospects, management, consolidated
    financial position, results of operations, cash flows or stockholders' equity of
    the Company and its Subsidiaries taken as a whole, otherwise than as set forth
    or contemplated in the Prospectus (exclusive of any amendment or supplement
    thereto), the effect of which in the judgment of the Underwriters makes it
    impracticable or inadvisable to proceed with the public offering or the delivery
    of the Shares on the Closing Date or the Additional Closing Date, as the case
    may be, on the terms and in the manner contemplated in the Prospectus; and
    neither the Company nor any of its Subsidiaries shall have sustained since the
    date of the latest audited financial statements included in the Prospectus any
    material loss or interference with its business from fire, explosion, flood or
    other calamity, whether or not covered by insurance, or from any labor dispute
    or court or governmental action, order or decree, otherwise than as set forth or
    contemplated in the Prospectus (exclusive of any amendment or supplement
    thereto).

                                          -15-

                   (d) the Underwriters shall have received on and as of the Closing
    Date or the Additional Closing Date, as the case may be, a certificate signed by
    the Chief Executive Officer or Chief Financial Officer of the Company, to the
    effect set forth in paragraphs (a), (b) and (c) of this Section 4, and (with
    respect to the respective representations, warranties, agreements and conditions
    of the Company) to the further effect that there has not occurred any material
    adverse change, or any development involving a prospective material adverse
    change, in or affecting the general affairs, business, prospects, management,
    consolidated financial position, stockholders' equity or results of operations
    of the Company and its Subsidiaries taken as a whole from that set forth or
    contemplated in the Registration Statement.

                   (e) Morgan, Lewis & Bockius LLP, United States counsel for the
    Company, shall have furnished to the Underwriters their written opinion, dated
    the Closing Date or the Additional Closing Date, as the case may be, in form and
    substance satisfactory to the Underwriters, to the effect that:

                        (i) other than as set forth or contemplated in the
    Prospectus and insofar as matters of United States federal and New York state
    law are concerned, to the best of such counsel's knowledge, there are no legal
    or governmental investigations, actions, suits or proceedings pending or
    threatened against or affecting the Company or any of its Subsidiaries or any of
    their respective properties or to which the Company or any of its Subsidiaries
    is or may be a party or to which any property of the Company or its Subsidiaries
    is or may be the subject which, if determined adversely to the Company or any of
    its Subsidiaries, would individually or in the aggregate have, or could
    reasonably be expected to have, a material adverse effect on the financial
    position or results of operations of the Company and its Subsidiaries taken as a
    whole; and such counsel does not know of any statutes, regulations, contracts or
    other documents that are required to be described in the Registration Statement
    or Prospectus or to be filed as exhibits to the Registration Statement that are
    not described or filed as required;

                        (ii) to the extent governed by the laws of the State of New
    York, this Agreement has been duly executed and delivered by the Company;

                        (iii) under the laws of the State of New York relating to
    personal jurisdiction, the Company has, pursuant to Section 11 of this
    Agreement, validly and irrevocably submitted to the personal jurisdiction of any
    state or federal court located in the Borough of Manhattan, The City of New
    York, New York (each a "NEW YORK COURT") in any action arising out of or
    relating to this Agreement or the transactions contemplated hereby, has validly
    and irrevocably waived any objection to the venue of a proceeding in any such
    court, and has validly and irrevocably appointed the Authorized Agent (as
    defined herein) as its authorized agent for the purpose described in Section 11
    hereof; and service of process effected on such agent in the manner set forth in
    Section 11 hereof will be effective to confer valid personal jurisdiction over
    the Company;

                        (iv) the statements in the Prospectus under "Enforceability
    of Civil Liabilities," "Management," "Description of Indebtedness" and "Related
    Party Transactions" and in the Registration Statement in Item 7, insofar as such

                                          -16-

    statements constitute a summary of the terms of legal matters, documents or
    proceedings referred to therein, and the statements in the Prospectus under "Tax
    Considerations -United States Federal Income Tax Considerations" insofar as such
    statements describe United States federal income tax law, fairly summarize the
    information called for with respect to such terms, legal matters, documents,
    proceedings or descriptions;

                        (v) the issue and sale of the Shares being delivered on the
    Closing Date or the Additional Closing Date, as the case may be, and the
    performance by the Company of its obligations under this Agreement and the
    consummation of the transactions contemplated herein will not result in a
    material breach of any of the terms or provisions of, or constitute a default
    under, any agreement or instrument, known to such counsel, to which the Company
    or any of its Subsidiaries is a party or by which the Company or any of its
    Subsidiaries is bound or to which any of the property or assets of the Company
    or any of its Subsidiaries is subject;

                        (vi) no consent, approval, authorization, order, license,
    registration or qualification of or with any court or governmental agency or
    body is required for the issue and sale of the Shares or the consummation of the
    other transactions contemplated by this Agreement, except such consents,
    approvals, authorizations, orders, licenses, registrations or qualifications (A)
    as have been obtained under the Securities Act and the Exchange Act and as may
    be required under state securities or Blue Sky laws in connection with the
    purchase and distribution of the Shares by the Underwriters or such as may be
    required by the NASD, and (B) as may be required in connection with the
    acquisition of any vessel as contemplated in the Prospectus; and

                        (vii) the Company is not and, after giving effect to the
    offering and sale of the Shares, will not be an "investment company" or entity
    "controlled" by an "investment company", as such terms are defined in the
    Investment Company Act.

         In rendering such opinions, such counsel may (A) limit its opinions to
    matters involving the application of laws of the United States and the State of
    New York and (B) rely as to matters of fact, to the extent such counsel deems
    proper, on certificates of responsible officers of the Company and certificates
    or other written statements of officials of jurisdictions having custody of
    documents respecting the corporate existence or good standing of the Company.
    The opinion of such counsel for the Company shall state that the opinion of any
    such other counsel upon which they relied is in form satisfactory to such
    counsel and, in such counsel's opinion, the Underwriters and they are justified
    in relying thereon.

         The opinion of Morgan, Lewis & Bockius LLP described above shall be
    rendered to the Underwriters at the request of the Company and shall so state
    therein.

         Such counsel shall also state that, although they do not assume any
    responsibility for, and shall not be deemed to have independently ascertained or
    verified, the accuracy, completeness or fairness of the statements made in the
    Registration

                                          -17-

    Statement or the Prospectus, except to the extent required by subsection (iv) of
    this Section 4(e), nothing has come to their attention in the course of
    participating with officers and Underwriters of the Company in the preparation
    of the Registration Statement that have led them to believe that, insofar as
    relevant to the offering of the Shares, (other than the financial statements and
    related schedules and other financial and other statistical data contained
    therein, as to which such counsel need make no statement) the Registration
    Statement, as of its effective date, contained any untrue statement of a
    material fact or omitted to state a material fact required to be stated therein
    or necessary to make the statements therein not misleading, or that the
    Prospectus, as of its date and as of the Closing Date, as amended or
    supplemented, if applicable, contained or contains any untrue statement of a
    material fact or omitted or omits to state a material fact necessary in order to
    make the statements therein, in the light of the circumstances under which they
    were made, not misleading.

                   (f) Watson, Farley & Williams (New York) LLP, Marshall Islands
    counsel for the Company, shall have furnished to the Underwriters their written
    opinion, dated the Closing Date or the Additional Closing Date, as the case may
    be, in form and substance satisfactory to the Underwriters, substantially to the
    effect set forth in Annex A hereto.

         In rendering opinions, such counsel may (A) limit its opinion to matters
    involving the application of the Marshall Islands laws and (B) rely as to
    matters of fact, to the extent such counsel deems proper, on certificates of
    responsible officers of the Company and certificates or other written statements
    of officials of jurisdictions having custody of documents respecting the
    corporate existence or good standing of the Company. The opinion of such counsel
    for the Company shall state that the opinion of any such other counsel upon
    which they relied is in form satisfactory to such counsel and, in such counsel's
    opinion, the Underwriters and they are justified in relying thereon.

         The opinion of Watson, Farley & Williams (New York) LLP described herein
    shall be rendered to the Underwriters at the request of the Company and shall so
    state therein.

                   (g) The Potamitis Vekris Paparrigopoulos Law Partnership, Greek
    counsel for the Company, shall have furnished to the Underwriters their written
    opinion, dated the Closing Date or the Additional Closing Date, as the case may
    be, in form and substance satisfactory to the Underwriters, to the effect that:

                        (i) no consent or other form of authorization is required
    from any court or governmental agency or body or any stock exchange authority in
    Greece in connection with the valid execution and delivery by the Company of
    this Agreement or the sale of the Shares by the Company or the consummation by
    the Company of the transactions contemplated by this Agreement;

                        (ii) all dividends and other distributions declared and
    payable on the shares of capital stock of the Company may under the current laws
    and regulations of Greece be paid in United States dollars and may be freely
    transferred out

                                          -18-

    of Greece, and all such dividends and other distributions will not be subject to
    withholding or other taxes under the laws and regulations of Greece and are
    otherwise free and clear of any other tax, withholding or deduction in and
    without the necessity of obtaining any consents, approvals, authorizations,
    orders, licenses, registrations, clearances and qualifications of or with any
    court or governmental agency or body or any stock exchange authorities in
    Greece;

                        (iii) to the best of such counsel's knowledge, there are no
    legal or governmental proceedings pending or threatened in Greece to which the
    Company or any of its Subsidiaries is a party or to which any property of the
    Company or any of its Subsidiaries is the subject;

                        (iv) to the best of such counsel's knowledge, the compliance
    by the Company with all of the provisions of this Agreement and the consummation
    of the transactions contemplated herein will not conflict in any material
    respect with any Greek law;

                        (v) the Company and its Subsidiaries are not required to
    file tax returns or pay any taxes in Greece, except in relation to the
    registration of the vessels listed in a schedule to such opinion with the Greek
    Ships Register;

                        (vi) to the best of such counsel's knowledge, each of the
    Company and its Subsidiaries has obtained any licenses and other forms of
    authorization from, and has made all declarations and filings with, any
    governmental authorities, self-regulatory organizations and any courts and other
    tribunals, in Greece, necessary to own or lease, as the case may be, and to
    operate the vessel owned by each of its Subsidiaries and to carry on its
    business as conducted as of the date of the Prospectus (other than such licenses
    or other forms of authorization the failure to obtain would not in the aggregate
    have a material adverse effect on the Company and its Subsidiaries taken as a
    whole), and neither the Company nor any such Subsidiary has received any actual
    notice of any proceeding relating to revocation or modification of any such
    license or other form of authorization; and each of the Company and its
    Subsidiaries is in compliance in all material respects with all laws and
    regulations in Greece relating to the ownership or lease, as the case may be,
    and the operation of the vessel owned by each of the Subsidiaries and the
    conduct of its business as conducted as of the date of the Prospectus; and

                        (vii) there are no taxes or duties payable in Greece by or
    on behalf of the Underwriters in connection with the sale and delivery by the
    Company of the Shares to or for the respective accounts of the Underwriters or
    the sale and delivery by the Underwriters of the Shares to the initial
    purchasers thereof.

         In rendering such opinions, counsel may (A) limit their opinions as to
    matters involving the application of Greek laws and (B) rely as to matters of
    fact, to the extent such counsel deems proper, on certificates of responsible
    officers of the Company and certificates or other written statements of
    officials of jurisdictions having custody of documents respecting the corporate
    existence or good standing of the Company. The

                                          -19-

    opinion of such counsel for the Company shall state that the opinion of any such
    other counsel upon which they relied is in form satisfactory to such counsel
    and, in such counsel's opinion, the Underwriters and they are justified in
    relying thereon.

         The opinion of Potamitis Vekris Paparrigopoulos Law Partnership described
    above shall be rendered to the Underwriters at the request of the Company and
    shall so state therein.

                   (h) Messrs GM International, Maltese counsel for the Company,
    shall have furnished to the Underwriters their written opinion, dated the
    Closing Date or the Additional Closing Date, as the case may be, in form and
    substance satisfactory to the Underwriters, to the effect that:

                   (i) each of the [insert Maltese Subsidiaries] has been duly
             organized, has duly issued its shares of capital stock and is validly
             existing as a corporation under the laws of Malta, with corporate power
             and authority to own its properties and conduct its business as
             described in the Prospectus; and all of the outstanding shares of
             capital stock of [insert Maltese Subsidiaries] have been duly and
             validly authorized and issued, are owned directly or indirectly by the
             Company, free and clear of all liens, encumbrances, equities or claims;
             the 20% payment on the shares is in accordance with the laws of Malta
             and does not affect the ownership of the shares of each of the [insert
             Maltese Subsidiaries];

                   (ii) each of the vessels listed on a schedule to such opinion is
             duly and validly registered as a vessel in the sole ownership of the
             entity indicated as the "Owning Entity" of such vessel on such schedule
             under the laws of Malta; each of said entities has good and marketable
             title thereto, free and clear of all liens, claims, debts or
             encumbrances and defects of title of record, except as indicated on
             such schedule or as described in the Prospectus; and each such vessel
             is in good standing with respect to the payment of past and current
             taxes, fees and other amounts payable under the laws of Malta as would
             affect its registry with the Malta Maritime Authority.

         In rendering such opinions, such counsel may (A) limit its opinion to
    matters involving the application of Maltese laws and (B) rely as to matters of
    fact, to the extent such counsel deems proper, on certificates of responsible
    officers of the Company and certificates or other written statements of
    officials of jurisdictions having custody of documents respecting the corporate
    existence or good standing of the Company. The opinion of such counsel for the
    Company shall state that the opinion of any such other counsel upon which they
    relied is in form satisfactory to such counsel and, in such counsel's opinion,
    the Underwriters and they are justified in relying thereon.

             The opinion of Messrs GM International described above shall be
    rendered to the Underwriters at the request of the Company and shall so state
    therein.

                                          -20-

                   (i) on the effective date of the Registration Statement and the
    effective date of the most recently filed post-effective amendment to the
    Registration Statement and also on the Closing Date or Additional Closing Date,
    as the case may be, Deloitte & Touche shall have furnished to you letters, dated
    the respective dates of delivery thereof, in form and substance satisfactory to
    you and your counsel, containing statements and information of the type
    customarily included in accountants' "comfort letters" to underwriters with
    respect to the financial statements and certain financial information contained
    in the Registration Statement and the Prospectus.

                   (j) the Underwriters shall have received on and as of the Closing
    Date or Additional Closing Date, as the case may be, an opinion of Milbank,
    Tweed, Hadley & McCloy LLP, counsel to the Underwriters, with respect to the
    Registration Statement, the Prospectus and other related matters as the
    Underwriters may reasonably request, and such counsel shall have received such
    papers and information as they may reasonably request to enable them to pass
    upon such matters.

                   (k) the Shares to be delivered on the Closing Date or Additional
    Closing Date, as the case may be, shall have been approved for quotation on the
    Nasdaq, subject to official notice of issuance.

                   (l) The "lock-up" agreements, substantially in the form of
    Exhibit A hereto, between you and certain shareholders, officers and directors
    of the Company relating to sales and certain other dispositions of shares of
    Stock or certain other securities, delivered to you on or before the date
    hereof, shall be in full force and effect on the Closing Date or Additional
    Closing Date, as the case may be.

                   (m) on or prior to the Closing Date or Additional Closing Date,
    as the case may be, the Company shall have furnished to the Underwriters such
    further certificates and documents as the Underwriters shall reasonably request.

                   (n) Patton Moreno & Asvat, Panamanian counsel for the Company,
    shall have furnished to the Underwriters their written opinion, dated the
    Closing Date or the Additional Closing Date, as the case may be, in form and
    substance satisfactory to the Underwriters, to the effect that: each of the
    vessels listed on a schedule to such opinion is duly and validly registered as a
    vessel in the sole ownership of the entity indicated as the "Owning Entity" of
    such vessel on such schedule under the laws of Panama; each of said entities has
    good and marketable title thereto, free and clear of all liens, claims, debts or
    encumbrances and defects of title of record, except as indicated on such
    schedule or as described in the Prospectus; and each such vessel is in good
    standing with respect to the payment of past and current taxes, fees and other
    amounts payable under the laws of Panama as would affect its registry with the
    relevant Panamanian governmental or regulatory authorities or self-regulatory
    organizations.

         In rendering such opinions, such counsel may (A) limit its opinion to
    matters involving the application of Panamanian laws and (B) rely as to matters
    of fact, to the extent such counsel deems proper, on certificates of responsible
    officers of the Company and certificates or other written statements of
    officials of jurisdictions having custody of

                                          -21-

    documents respecting the corporate existence or good standing of the Company.
    The opinion of such counsel for the Company shall state that the opinion of any
    such other counsel upon which they relied is in form satisfactory to such
    counsel and, in such counsel's opinion, the Underwriters and they are justified
    in relying thereon.

         The opinion of Patton Moreno & Asvat described above shall be rendered to
    the Underwriters at the request of the Company and shall so state therein.

                   (o) [o], Cypriot counsel for the Company, shall have furnished to
    the Underwriters their written opinion, dated the Closing Date or the Additional
    Closing Date, as the case may be, in form and substance satisfactory to the
    Underwriters, to the effect that: each of the vessels listed on a schedule to
    such opinion is duly and validly registered as a vessel in the sole ownership of
    the entity indicated as the "Owning Entity" of such vessel on such schedule
    under the laws of Cyprus; each of said entities has good and marketable title
    thereto, free and clear of all liens, claims, debts or encumbrances and defects
    of title of record, except as indicated on such schedule or as described in the
    Prospectus; and each such vessel is in good standing with respect to the payment
    of past and current taxes, fees and other amounts payable under the laws of
    Cyprus as would affect its registry with the relevant Cypriot governmental or
    regulatory authorities or self-regulatory organizations.

         In rendering such opinions, such counsel may (A) limit its opinion to
    matters involving the application of Cypriot laws and (B) rely as to matters of
    fact, to the extent such counsel deems proper, on certificates of responsible
    officers of the Company and certificates or other written statements of
    officials of jurisdictions having custody of documents respecting the corporate
    existence or good standing of the Company. The opinion of such counsel for the
    Company shall state that the opinion of any such other counsel upon which they
    relied is in form satisfactory to such counsel and, in such counsel's opinion,
    the Underwriters and they are justified in relying thereon.

         The opinion of [?] described above shall be rendered to the Underwriters at
    the request of the Company and shall so state therein.

             Section 5. Indemnification.

                   (a) The Company agrees to indemnify and hold harmless each
    Underwriter, each affiliate of any Underwriter, their respective directors,
    officers, employees and agents, and each person, if any, who controls any
    Underwriter within the meaning of either Section 15 of the Securities Act or
    Section 20 of the Exchange Act, from and against any and all losses, claims,
    damages and liabilities (including, without limitation, the legal fees and other
    expenses incurred in connection with any suit, action or proceeding or any claim
    asserted), as incurred, caused by (i) any untrue statement or alleged untrue
    statement of a material fact contained in the Registration Statement or the
    Prospectus or in any amendment or supplement thereto or any preliminary
    prospectus or (ii) the omission or alleged omission to state in any preliminary
    prospectus, the Registration Statement or the Prospectus, or in any amendment or
    supplement thereto, any material fact required to be stated therein or necessary
    to make the statements therein

                                          -22-

    not misleading, except insofar as such losses, claims, damages or liabilities
    are caused by any untrue statement or omission or alleged untrue statement or
    omission made in reliance upon and in conformity with information relating to
    any Underwriter furnished to the Company in writing by such Underwriter
    expressly for use therein.

                   (b) Each Underwriter agrees, severally and not jointly, to
    indemnify and hold harmless the Company, its directors, officers, employees and
    agents and each person who controls the Company within the meaning of either
    Section 15 of the Securities Act or Section 20 of the Exchange Act from and
    against any loss, claim, damage or liability, as incurred, caused by (i) any
    untrue statement or alleged untrue statement of a material fact contained in the
    Registration Statement or the Prospectus or in any amendment or supplement
    thereto or any preliminary prospectus, or (ii) the omission or alleged omission
    to state in any preliminary prospectus, the Registration Statement or the
    Prospectus, or in any amendment or supplement thereto, any material fact
    required to be stated therein or necessary to make the statements therein not
    misleading, but only with reference to information relating to such Underwriter
    furnished to the Company in writing by such Underwriter expressly for use in the
    Registration Statement, the Prospectus, any amendment or supplement thereto, or
    any preliminary prospectus.

                   (c) If any suit, action, proceeding (including any governmental
    or regulatory investigation), claim or demand shall be brought or asserted
    against any person in respect of which indemnity may be sought pursuant to any
    of the two preceding paragraphs, such person (the "INDEMNIFIED PERSON") shall
    promptly notify the person against whom such indemnity may be sought (the
    "INDEMNIFYING Person") in writing, and the Indemnifying Person, upon request of
    the Indemnified Person, shall retain counsel reasonably satisfactory to the
    Indemnified Person to represent the Indemnified Person and any others the
    Indemnifying Person may designate in such proceeding and shall pay the fees and
    expenses of such counsel related to such proceeding. In any such proceeding, any
    Indemnified Person shall have the right to retain its own counsel, but the fees
    and expenses of such counsel shall be at the expense of such Indemnified Person
    unless (i) the Indemnifying Person and the Indemnified Person shall have
    mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
    a reasonable time to retain counsel reasonably satisfactory to the Indemnified
    Person or (iii) the named parties in any such proceeding (including any
    impleaded parties) include both the Indemnifying Person and the Indemnified
    Person and representation of both parties by the same counsel would be
    inappropriate due to actual or potential differing interests between them. It is
    understood that the Indemnifying Person shall not, in connection with any
    proceeding or related proceeding in the same jurisdiction, be liable for the
    fees and expenses of more than one separate firm (in addition to any local
    counsel) for all Indemnified Persons, and that all such fees and expenses shall
    be reimbursed as they are incurred. Any such separate firm for the Underwriters,
    each affiliate of any Underwriter which assists such Underwriter in the
    distribution of the Shares and such control persons of Underwriters shall be
    designated in writing by Cantor Fitzgerald & Co. and any such separate firm for
    the Company, its directors, its officers who sign the Registration Statement,
    its employees and agents and such control persons of the Company shall be
    designated in writing by the Company. The Indemnifying Person shall not be
    liable for any settlement

                                          -23-

    of any proceeding effected without its written consent, but if settled with such
    consent or if there be a final judgment for the plaintiff, the Indemnifying
    Person agrees to indemnify any Indemnified Person from and against any loss or
    liability by reason of such settlement or judgment. Notwithstanding the
    foregoing sentence, if at any time an Indemnified Person shall have requested an
    Indemnifying Person to reimburse the Indemnified Person for fees and expenses of
    counsel as contemplated by the second and third sentences of this paragraph, the
    Indemnifying Person agrees that it shall be liable for any settlement of any
    proceeding effected without its written consent if (i) such settlement is
    entered into more than 30 days after receipt by such Indemnifying Person of the
    aforesaid request and (ii) such Indemnifying Person shall not have reimbursed
    the Indemnified Person in accordance with such request prior to the date of such
    settlement. No Indemnifying Person shall, without the prior written consent of
    the Indemnified Person, effect any settlement of any pending or threatened
    proceeding in respect of which any Indemnified Person is or could have been a
    party and indemnity could have been sought hereunder by such Indemnified Person,
    unless such settlement includes an unconditional release of such Indemnified
    Person from all liability on claims that are the subject matter of such
    proceeding.

                   (d) If the indemnification provided for in the first or second
    paragraphs of this Section 5 is unavailable to an Indemnified Person or
    insufficient in respect of any losses, claims, damages or liabilities referred
    to therein, then each Indemnifying Person under such paragraph, in lieu of
    indemnifying such Indemnified Person thereunder, shall contribute to the amount
    paid or payable by such Indemnified Person as a result of such losses, claims,
    damages or liabilities (i) in such proportion as is appropriate to reflect the
    relative benefits received by the Company on the one hand and the Underwriters
    on the other hand from the offering of the Shares or (ii) if the allocation
    provided by clause (i) above is not permitted by applicable law, in such
    proportion as is appropriate to reflect not only the relative benefits referred
    to in clause (i) above but also the relative fault of the Company on the one
    hand and the Underwriters on the other hand in connection with the statements or
    omissions that resulted in such losses, claims, damages or liabilities, as well
    as any other relevant equitable considerations. The relative benefits received
    by the Company on the one hand and the Underwriters on the other hand shall be
    deemed to be in the same respective proportions as the net proceeds from the
    offering (before deducting expenses) received by the Company and the total
    underwriting discounts and the commissions received by the Underwriters, in each
    case as set forth in the table on the cover of the Prospectus, bear to the
    aggregate public offering price of the Shares. The relative fault of the Company
    on the one hand and the Underwriters on the other hand shall be determined by
    reference to, among other things, whether the untrue or alleged untrue statement
    of a material fact or the omission or alleged omission to state a material fact
    relates to information supplied by the Company or by the Underwriters (in the
    case of any Underwriter, such information shall be deemed to be the information
    relating to such Underwriter referred to in Section 5(b) hereof) and the
    parties' relative intent, knowledge, access to information and opportunity to
    correct or prevent such statement or omission.

                   (e) Each of the Company and the Underwriters agree that it would
    not be just and equitable if contribution pursuant to this Section were
    determined

                                          -24-

    by pro rata allocation (even if the Underwriters were treated as one entity for
    such purposes) or by any other method of allocation that does not take account
    of the equitable considerations referred to in the immediately preceding
    paragraph. The amount paid or payable by an Indemnified Person as a result of
    the losses, claims, damages and liabilities referred to in the immediately
    preceding paragraph shall be deemed to include, subject to the limitations set
    forth above, any legal or other expenses incurred by such Indemnified Person in
    connection with investigating or defending any such action or claim.
    Notwithstanding the provisions of this Section 5(e), in no event shall an
    Underwriter be required to contribute any amount in excess of the amount by
    which the total price at which the Shares underwritten by it and distributed to
    the public were offered to the public exceeds the amount of any damages that
    such Underwriter has otherwise been required to pay by reason of such untrue or
    alleged untrue statement or omission or alleged omission. No person guilty of
    fraudulent misrepresentation (within the meaning of Section 11(f) of the
    Securities Act) shall be entitled to contribution from any person who was not
    guilty of such fraudulent misrepresentation. The Underwriters' obligations to
    contribute pursuant to this Section are several in proportion to the respective
    number of Shares set forth opposite their names in Schedule I hereto, and not
    joint.

                   (f) The remedies provided for in this Section 5 are not exclusive
    and shall not limit any rights or remedies which may otherwise be available to
    any Indemnified Party at law or in equity.

                   (g) The indemnity and contribution agreements contained in this
    Section and the representations and warranties of the Company set forth in this
    Agreement shall remain operative and in full force and effect regardless of (i)
    any termination of this Agreement, (ii) any investigation made by or on behalf
    of any Underwriter or any person controlling any Underwriter or by or on behalf
    of the Company, its officers or directors or any other person controlling the
    Company and (iii) acceptance of and payment for any of the Shares.

             Section 6. Termination. Notwithstanding anything herein contained, this
    Agreement (or the obligations of the several Underwriters with respect to the
    Option Shares) may be terminated in the absolute discretion of the Underwriters,
    by notice given to the Company, if after the execution and delivery of this
    Agreement and prior to the Closing Date (or, in the case of the Option Shares,
    prior to the Additional Closing Date) (i) trading generally shall have been
    suspended or materially limited on or by, as the case may be, any of the New
    York Stock Exchange or the American Stock Exchange, the National Association of
    Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago
    Mercantile Exchange, the Chicago Board of Trade, or the Nasdaq National Market,
    (ii) trading of any securities of or guaranteed by the Company shall have been
    suspended on any exchange or in any over-the-counter market, (iii) a general
    moratorium on commercial banking activities in New York shall have been declared
    by either Federal or New York State authorities, or (iv) there shall have
    occurred any outbreak or escalation of hostilities or any change in financial
    markets or any calamity or crisis that, in the judgment of the Underwriters, is
    material and adverse and which, in the judgment of the Underwriters, makes it
    impracticable to market the Shares being delivered at the

                                          -25-

    Closing Date or the Additional Closing Date, as the case may be, on the terms
    and in the manner contemplated in the Prospectus.

             Section 7. Defaulting Underwriters. This Agreement shall become
    effective upon the later of (x) execution and delivery hereof by the parties
    hereto and (y) release of notification of the effectiveness of the Registration
    Statement (or, if applicable, any post-effective amendment) by the Commission.

         If on the Closing Date or the Additional Closing Date, as the case may be,
    any one or more of the Underwriters shall fail or refuse to purchase Shares
    which it or they have agreed to purchase hereunder on such date, and the
    aggregate number of Shares which such defaulting Underwriter or Underwriters
    agreed but failed or refused to purchase is not more than one-tenth of the
    aggregate number of Shares to be purchased on such date by all Underwriters, the
    other Underwriters shall be obligated severally in the proportions that the
    number of Shares set forth opposite their respective names in Schedule I bears
    to the aggregate number of Underwritten Shares set forth opposite the names of
    all such non-defaulting Underwriters, or in such other proportions as the
    Underwriters may specify, to purchase the Shares which such defaulting
    Underwriter or Underwriters agreed but failed or refused to purchase on such
    date; provided that in no event shall the number of Shares that any Underwriter
    has agreed to purchase pursuant to Section 1 be increased pursuant to this
    Section 7 by an amount in excess of one-tenth of such number of Shares without
    the written consent of such Underwriter. If on the Closing Date or the
    Additional Closing Date, as the case may be, any Underwriter or Underwriters
    shall fail or refuse to purchase Shares which it or they have agreed to purchase
    hereunder on such date, and the aggregate number of Shares with respect to which
    such default occurs is more than one-tenth of the aggregate number of Shares to
    be purchased on such date, and arrangements satisfactory to the Underwriters and
    the Company for the purchase of such Shares are not made within 36 hours after
    such default, this Agreement (or the obligations of the several Underwriters to
    purchase the Option Shares, as the case may be) shall terminate without
    liability on the part of any non-defaulting Underwriter or the Company. In any
    such case either Cantor Fitzgerald & Co. or the Company shall have the right to
    postpone the Closing Date (or, in the case of the Option Shares, the Additional
    Closing Date), but in no event for longer than seven days, in order that the
    required changes, if any, in the Registration Statement and in the Prospectus or
    in any other documents or arrangements may be effected. Any action taken under
    this paragraph shall not relieve any defaulting Underwriter from liability in
    respect of any default of such Underwriter under this Agreement.

             Section 8. Reimbursement of Underwriters' Expenses. If this Agreement
    shall be terminated by the Underwriters, or any of them, because of any failure
    or refusal on the part of the Company to comply with the terms or to fulfill any
    of the conditions of this Agreement, or if for any reason the Company shall be
    unable to perform its obligations under this Agreement or any condition of the
    Underwriters' obligations cannot be fulfilled, the Company agrees to reimburse
    the Underwriters or such Underwriters as have so terminated this Agreement with
    respect to themselves, severally, for all out-of-pocket expenses (including the
    fees and expenses of its counsel)

                                          -26-

    reasonably incurred by such Underwriter in connection with this Agreement or the
    offering contemplated hereunder.

             Section 9. Persons Entitled to Benefit of Agreement. This Agreement
    shall inure to the benefit of and be binding upon the Company, the Underwriters,
    each affiliate of any Underwriter which assists such Underwriter in the
    distribution of the Shares, any controlling persons referred to herein and their
    respective successors and assigns. Nothing expressed or mentioned in this
    Agreement is intended or shall be construed to give any other person, firm or
    corporation any legal or equitable right, remedy or claim under or in respect of
    this Agreement or any provision herein contained. No purchaser of Shares from
    any Underwriter shall be deemed to be a successor by reason merely of such
    purchase.

             Section 10. Notices, etc. Any action by the Underwriters hereunder may
    be taken by the Underwriters jointly or by Cantor Fitzgerald & Co. alone on
    behalf of the Underwriters, and any such action taken by the Underwriters
    jointly or by Cantor Fitzgerald & Co. alone shall be binding upon the
    Underwriters. All notices and other communications hereunder shall be in writing
    and shall be deemed to have been duly given if mailed or transmitted by any
    standard form of telecommunication. Notices to the Underwriters shall be given
    c/o Cantor Fitzgerald & Co., 135 East 57th Street, New York, New York 10022
    (telefax: 212-829-4972); Attention: Marc Blazer. Notices to the Company shall be
    given to it at 331 Kifisias Avenue, Building #2, 145 61 Kifisias, Greece
    (telefax: 011-30210-625-0018); Attention: Chief Executive Officer.

             Section 11. Submission to Jurisdiction. Each of the parties hereto
    irrevocably (i) agrees that any legal suit, action or proceeding arising out of
    or based upon this Agreement or the transactions contemplated hereby may be
    instituted in any New York Court, (ii) waives, to the fullest extent it may
    effectively do so, any objection which it may now or hereafter have to the
    laying of venue of any such proceeding and (iii) submits to the exclusive
    jurisdiction of such courts in any such suit, action or proceeding. The Company
    has appointed CT Corporation System, 111 Eighth Avenue, New York, New York, as
    its authorized agent (the "AUTHORIZED Agent") upon whom process may be served in
    any such action arising out of or based on this Agreement or the transactions
    contemplated hereby which may be instituted in any New York Court by any
    Underwriter or by any person who controls any Underwriter, expressly consents to
    the jurisdiction of any such court in respect of any such action, and waives any
    other requirements of or objections to personal jurisdiction with respect
    thereto. Such appointment shall be irrevocable. The Company represents and
    warrants that the Authorized Agent has agreed to act as such agent for service
    of process and agrees to take any and all action, including the filing of any
    and all documents and instruments, that may be necessary to continue such
    appointment in full force and effect as aforesaid. Service of process upon the
    Authorized Agent and written notice of such service to the Company shall be
    deemed, in every respect, effective service of process upon the Company. The
    foregoing provisions shall remain operative and in full force and effect
    regardless of any termination of this Agreement.

                                          -27-

             Section 12. Currency. In respect of any judgment or order given or made
    for any amount due hereunder that is expressed and paid in a currency (the
    "JUDGMENT CURRENCY") other than United States dollars, the Company will
    indemnify each Underwriter against any loss incurred by such Underwriter as a
    result of any variation as between (i) the rate of exchange at which the United
    States dollar amount is converted into the judgment currency for the purpose of
    such judgment or order and (ii) the rate of exchange at which an Underwriter is
    able to purchase United States dollars with the amount of the judgment currency
    actually received by such Underwriter. The foregoing indemnity shall constitute
    a separate and independent obligation of the Company and shall continue in full
    force and effect notwithstanding any such judgment or order as aforesaid. The
    term rate of exchange shall include any premiums and costs of exchange payable
    in connection with the purchase of or conversion into United States dollars. The
    foregoing provisions shall remain operative and in full force and effect
    regardless of any termination of this Agreement.

             Section 13. Counterparts. This Agreement may be signed in counterparts,
    each of which shall be an original and all of which together shall constitute
    one and the same instrument.

             Section 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
    CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
    EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.

             Section 15. No Fiduciary Duty. The Company acknowledges and agrees that
    (i) the purchase and sale of the Shares pursuant to this Agreement is an
    arm's-length commercial transaction between the Company, on the one hand, and
    the several Underwriters, on the other, (ii) in connection therewith and with
    the process leading to such transaction each Underwriter is acting solely as a
    principal and not the agent or fiduciary of the Company, (iii) no Underwriter
    has assumed an advisory or fiduciary responsibility in favor of the Company with
    respect to the offering contemplated hereby or the process leading thereto
    (irrespective of whether such Underwriter has advised or is currently advising
    the Company on other matters) or any other obligation to the Company except the
    obligations expressly set forth in this Agreement and (iv) the Company has
    consulted its own legal and financial advisors to the extent it deemed
    appropriate. The Company agrees that it will not claim that the Underwriters, or
    any of them, has rendered advisory services of any nature or respect, or owes a
    fiduciary or similar duty to the Company, in connection with such transaction or
    the process leading thereto.

             Section 16. Entire Agreement. This Agreement supersedes all prior
    agreements and understandings (whether written or oral) between the Company and
    the Underwriters, or any of them, with respect to the subject matter hereof.

             Section 17. Waiver of Jury Trial. The Company and each of the
    Underwriters hereby irrevocably waives, to the fullest extent permitted by
    applicable law,

                                          -28-

    any and all right to trial by jury in any legal proceeding
    arising out of or relating to this Agreement or the transactions contemplated
    hereby.

                                          -29-

             If the foregoing is in accordance with your understanding, please sign
    and return six counterparts hereof.

                                                Very truly yours,

                                                STEALTHGAS INC.

                                                By:
                                                    --------------------------------
                                                    Name:
                                                    Title:

    Accepted:

    Cantor Fitzgerald & Co.
    Morgan Keegan & Company, Inc.
    Johnson Rice & Company L.L.C.
    Hibernia Southcoast Capital, Inc.
    Harrisdirect, LLC

    By:   Cantor Fitzgerald & Co.

    By:
        -----------------------------------
        Name:
        Title:

                                       SCHEDULE I

    <TABLE>

                                            NUMBER OF UNDERWRITTEN SHARES TO
                         UNDERWRITER                  BE PURCHASED                         NUMBER OF
                                                                                         OPTION SHARES

    Cantor Fitzgerald & Co.                                [o]                                [o]

    Morgan Keegan & Company, Inc.                          [o]                                [o]

    Johnson Rice & Company L.L.C.                          [o]                                [o]

    Hibernia Southcoast Capital, Inc.                      [o]                                [o]

    Harrisdirect, LLC                                      [o]                                [o]

               Total                                      [7,700,000]                     [1,155,000]
                                                  =====================            ==================
    </TABLE>

                                       SCHEDULE II

    Memorandum of Agreement relating to Gas Prodigy
    Memorandum of Agreement relating to Gas Oracle
    Memorandum of Agreement relating to Sweet Dream
    Memorandum of Agreement relating to Gas Crystal
    Memorandum of Agreement relating to Gas Chios
    Memorandum of Agreement relating to Gas Cathar
    Memorandum of Agreement relating to Gas Legacy
    Memorandum of Agreement relating to Gas Marathon
    Memorandum of Agreement relating to Gas Eternity

                                                                           EXHIBIT A

                                FORM OF LOCK-UP AGREEMENT

                                                                 September [o], 2005

    Cantor Fitzgerald & Co.

    Cantor Fitzgerald & Co.
    Morgan Keegan & Company, Inc.
    Johnson Rice & Company L.L.C.
    Hibernia Southcoast Capital, Inc.
    Harrisdirect, LLC

    c/o  Cantor Fitzgerald & Co.
         110 East 59th Street
         New York, New York  10022

    Ladies and Gentlemen:

         The undersigned wishes to facilitate the public offering (the "Offering")
    of shares of common stock (the "Common Stock") of StealthGas Inc. (the
    "Company") pursuant to a Registration Statement on Form F-1.

         In order to induce you to act as underwriters in the Offering, the
    undersigned hereby irrevocably agrees that it will not, directly or indirectly,
    offer, sell, contract to sell, transfer the economic risk of ownership in, make
    any short sale of, pledge or otherwise dispose (a "Disposition") of any shares
    of Common Stock, options or warrants to acquire any shares of Common Stock or
    any securities convertible into or exchangeable or exercisable for or any other
    rights to purchase or acquire any shares of Common Stock (including Common Stock
    and options, warrants, securities and rights acquired in, before or after the
    Offering, collectively, the "Securities") without the prior written consent of
    Cantor Fitzgerald & Co., acting alone, or of the Underwriters acting jointly,
    for a period of 180 days from the effective date of the Registration Statement
    (the "Lock-Up Period").

         The foregoing paragraph shall not apply to Dispositions by the undersigned
    to (i) any shareholder of the Company who has executed a lock-up agreement
    substantially in the form of this letter, (ii) any donee who receives such
    Securities as a bona fide gift and who has executed a lock-up agreement
    substantially in the form of this letter, or (iii) any affiliate of the
    undersigned who has executed a lock-up agreement substantially in the form of
    this letter.

         In addition, and notwithstanding anything to the contrary set forth herein,
    if the undersigned is an individual, he or she may transfer any Securities
    either during his or her

    lifetime or on death by will or intestacy to his or her immediate family or to a
    trust, the beneficiaries of which are exclusively the undersigned and/or a
    member or members of his or her immediate family; provided, however, that, prior
    to any such transfer, each transferee shall execute an agreement, satisfactory
    to Cantor Fitzgerald & Co., pursuant to which each transferee shall agree to
    receive and hold such securities subject to the provisions hereof. For the
    purposes of this paragraph, "immediate family" shall mean the spouse, lineal
    descendant, father, mother, brother or sister of the transferor.

         The undersigned hereby waives any rights of the undersigned to sell any
    Securities or any other security issued by the Company pursuant to the
    Registration Statement and acknowledges and agrees that, during the Lock-Up
    Period, the undersigned has no right to require, and will not request, the
    Company to register under the Securities Act of 1933, as amended, such
    Securities or other securities beneficially owned by the undersigned.

         If (i) the Company issues an earnings release or material news, or a
    material event relating to the Company occurs, during the last 17 days of the
    Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the
    Company announces that it will release earnings results during the 16-day period
    beginning on the last day of the Lock-Up Period, the restrictions imposed by
    this agreement shall continue to apply until the expiration of the 18-day period
    beginning on the issuance of the earnings release or the occurrence of the
    material news or material event, unless Cantor Fitzgerald & Co. waives, in
    writing, such extension. The undersigned hereby acknowledges that the Company
    has agreed in the underwriting agreement relating to the Offering to provide
    written notice of any event that would result in an extension of the Lock-Up
    Period pursuant to the foregoing to the undersigned (in accordance with Section
    3(i) of the Underwriting Agreement) and agrees that any such notice properly
    delivered will be deemed to have given to, and received by, the undersigned. The
    undersigned hereby further agrees that, prior to engaging in any transaction or
    taking any other action that is subject to the terms of this agreement during
    the period from the date of this agreement to and including the 34th day
    following the expiration of the initial Lock-Up Period, it will give notice
    thereof to the Company and will not consummate such transaction or take any such
    action unless it has received written confirmation from the Company that the
    Lock-Up Period (as such may have been extended pursuant to the foregoing) has
    expired.

         Whether or not the Offering actually occurs depends on a number of factors,
    including market conditions. Any Offering will only be made pursuant to an
    underwriting agreement, the terms of which are subject to negotiation between
    you and the Company.

         The undersigned understands that the agreements of the undersigned are
    irrevocable and shall be binding upon the undersigned's heirs, legal
    representatives, successors and assigns. The undersigned agrees and consents to
    the entry of stop transfer instructions with the Company's transfer agent
    against the transfer of any Securities held by the undersigned except in
    compliance with this agreement.

         This agreement shall terminate and be of no further force and effect if the
    Registration Statement is not declared effective on or before [o], 2005.

                                                 Very truly yours,

                                                 By:
                                                     -------------------------------
                                                     Name:
                                                     Title:

                                                                             ANNEX A

                  [WATSON, FARLEY & WILLIAMS (NEW YORK) LLP LETTERHEAD]

    [We have acted as special counsel for StealthGas Inc., a Marshall Islands
    corporation (the "Company"), and each of the Marshall Islands subsidiaries of
    the Company listed on Schedule 1 attached hereto (the "Marshall Islands
    Subsidiaries") on matters of Marshall Islands law in connection with the
    issuance and sale by the Company of [o] shares of common stock (the "Common
    Stock"). The Common Stock is being issued and sold by the Company pursuant to
    the Company's Registration Statement on Form F-1 (No. 333-[o]) (the
    "Registration Statement"), and the prospectus included therein (the
    "Prospectus"), which Registration Statement was declared effective by the
    Securities and Exchange Commission on [o], 2005.

    This opinion is being delivered to you at the request of the Company in
    accordance with the requirements of Section 4(f) of the Underwriting Agreement
    dated [o], 2005 (the "Underwriting Agreement") between you and the Company.
    Capitalized terms used and not defined herein have the meanings assigned to them
    in the Underwriting Agreement.

    As such counsel, we have examined the following documents:

    (i)      The Registration Statement and the Prospectus;

    (ii)     The Underwriting Agreement; and

    (iii)    Such other papers, documents, agreements, certificates of public
             officials and certificates of representatives of the Company and the
             Marshall Islands Subsidiaries (collectively, the "Marshall Islands
             Entities") as we have deemed relevant and necessary as the basis for
             the opinions hereafter expressed.

    In such examination, we have assumed the genuineness of all signatures and the
    authenticity of all documents submitted to us as originals and the conformity to
    original documents of all documents submitted to us as conformed or photostatic
    copies. We have further assumed the validity and enforceability of such
    documents under all applicable laws other than Marshall Islands law.

    This opinion is limited to the law of the Republic of The Marshall Islands. In
    rendering our opinion as to the valid existence in good standing of each of the
    Marshall Islands Entities, we have relied solely on Certificates of Goodstanding
    issued by the Registrar of Corporations of the Republic of The Marshall Islands,
    in each case on [o], 2005.

    As used herein, the phrase "to our knowledge" means the actual knowledge, based
    on conscious awareness of facts or other information, by any lawyer in our firm
    involved in the preparation of this opinion or actively involved in advising or
    assisting any of the Marshall Islands Entities in the transactions contemplated
    by the Registration Statement, the Prospectus and the Underwriting Agreement.

    Based on the foregoing and having regard to legal considerations which we deem
    relevant, we are of the opinion that:

    1.       Each of the Marshall Islands Entities has been incorporated and is
             validly existing as a corporation in good standing under the law of the
             Marshall Islands with corporate power and authority to own its
             properties and conduct its business as described in the Prospectus.

    2.       The Company's authorized share capital is [o].

    3.       All issued and outstanding shares of each of the Marshall Islands
             Entities have been duly authorized and are validly issued, fully paid
             and non-assessable and are not subject to any statutory preemptive
             rights or preemptive rights pursuant to the organizational documents or
             bylaws of any of the Marshall Islands Entities.

    4.       The Common Stock to be issued and sold by the Company has been duly
             authorized and, when issued and delivered to and paid for by the
             Underwriters in accordance with the terms of the Underwriting
             Agreement, will be validly issued, fully paid and nonassessable, and
             the issuance of the Common Stock is not subject to any statutory
             preemptive rights or preemptive rights pursuant to the organizational
             documents or bylaws of the Company.

    5.       No consent, approval, authorization, order, registration or
             qualification of or with any court or governmental agency or body of
             the Republic of The Marshall Islands is required for the execution and
             delivery by the Company of the Underwriting Agreement in order for it
             to be duly and validly authorized.

    6.       The Underwriting Agreement has been duly authorized, executed and
             delivered by the Company.

    7.       Other than as set forth or contemplated in the Prospectus and insofar
             as matters of Marshall Islands law are concerned, to our knowledge
             there are no legal or governmental investigations, actions, suits or
             proceedings pending or threatened in the Republic of The Marshall
             Islands against or affecting any of the Marshall Islands Entities or
             any of their properties or to which any of the Marshall Islands
             Entities is or may be a party or to which any of their properties is or
             may be the subject.

    8.       The compliance by the Company with all of the provisions of the
             Underwriting Agreement and the consummation of the transactions herein
             contemplated will not result in any violation of the provisions of the
             Articles of Incorporation or By-laws of the Company or any of the
             Marshall Islands Subsidiaries or any Marshall Islands statute or any
             order, rule or regulation known to us of any court or governmental
             agency or body in the Marshall Islands having jurisdiction over the
             Company or the Marshall Islands Subsidiaries or any of their
             properties.

    9.       No licenses, permits, certificates, consents, orders, approvals and
             other authorizations of, or declarations and filings with, any
             governmental or regulatory authorities of the Republic of The Marshall
             Islands are required for any of the Marshall Islands Entities to own or
             lease, as the case may be, and to operate, its properties and to carry
             on its business as conducted as of the date hereof in the manner
             described in the Prospectus (other than such licenses, permits,
             certificates, consents, orders, approvals and other authorizations the
             failure to obtain would not in the aggregate have a material adverse
             effect on the Company).

    10.      No consent, approval, authorization, order, license, registration or
             qualification of or with any court or governmental agency or body the
             Republic of The Marshall Islands is required for the issuance and sale
             of the Common Stock by the Company or the consummation by the Company
             of the transactions contemplated by the Underwriting Agreement, except
             (A) which have been duly obtained and are in full force and effect or
             (B) as may be required in connection with the acquisition of any vessel
             as contemplated in the Prospectus and the registration of any such
             vessel under the law and flag of the Marshall Islands.

    11.      The statements in the Prospectus under "Enforceability of Civil
             Liabilities", "Dividend Policy," "Description of Capital Stock" and
             "Marshall Islands Company Considerations," insofar as such statements
             constitute a summary of the terms of the capital stock of the Company,
             Marshall Islands legal matters, documents or proceedings referred to
             therein, and the statements in the Prospectus under "Tax
             Considerations--Marshall Islands Tax Considerations," insofar as such
             statements describe Marshall Islands tax law, fairly present in all
             material respects the information called for with respect to such
             terms, legal matters under Marshall Islands law, documents or
             proceedings.

    12.      Assuming that none of the Underwriters is carrying on business or
             conducting transactions in the Republic of The Marshall Islands, no
             stamp or other issuance or transfer taxes or duties and no capital
             gains, income, withholding or other taxes are payable by or on behalf
             of the Underwriters to the Republic of The Marshall Islands or to any
             political subdivision or taxing authority thereof or therein in
             connection with the sale and delivery by the Company of the Common
             Stock to or for the respective accounts of the Underwriters.

    13.      Insofar as matters of Marshall Islands law are concerned, the
             Registration Statement and the filing of the Registration Statement
             with the Commission have been duly authorized by and on behalf of the
             Company, and the Registration Statement has been duly executed pursuant
             to such authorization by and on behalf of the Company.

    14.      The agreement of the Company to the choice of law provisions set forth
             in Section 11 of the Underwriting Agreement will be recognized by the
             courts of the Marshall Islands; the Company can sue and be sued in its
             own name under the law of the

             Marshall Islands; the irrevocable submission of the Company to the
             exclusive jurisdiction of a New York Court, the waiver by the Company
             of any objection to the venue of a proceeding of a New York Court and
             the agreement of the Company that the Underwriting Agreement shall be
             governed by and construed in accordance with the law of the State of
             New York are legal, valid and binding; service of process effected in
             the manner set forth in Section 11 of the Underwriting Agreement will
             be effective, insofar as the law of the Marshall Islands is concerned,
             to confer valid personal jurisdiction over the Company; and a final
             non-appealable judgment against the Company entered by a court in any
             United States or foreign jurisdiction in any suit, action or proceeding
             would be enforceable against the Company in the courts of the Republic
             of The Marshall Islands without a retrial of the merits of the matter,
             provided that: (a) the judgment was for a sum of money and was final in
             the jurisdiction granting the judgment, (b) the court granting the
             judgment had jurisdiction under the laws of the place where it sat and
             the judgment did not offend principles of the Republic of The Marshall
             Islands as to due process, propriety or public order, and (c) the
             defendant was actually present in person or by duly appointed
             representative, and the judgment did not constitute in effect a default
             judgment.

    15.      Assuming that the recipient thereof is not carrying on business or
             conducting transactions in the Republic of the Marshall Islands, all
             dividends and other distributions declared and payable on the shares of
             capital stock of the Company and the Marshall Islands Subsidiaries will
             not be subject to withholding taxes under the law and regulations of
             the Marshall Islands.

    16.      Each of the vessels listed on Schedule 2 attached hereto is registered
             in the sole ownership of the entity indicated as the "Owning Entity" of
             such vessel on such schedule under the law of the Marshall Islands;
             each Owning Entity has record title thereto, free and clear of all
             liens, claims, debts or encumbrances and defects of title of record,
             except as indicated on such schedule or as described in the Prospectus;
             and each such vessel is in good standing with respect to the payment of
             past and current taxes, fees and other amounts payable under the law of
             the Marshall Islands as would affect its registration under Marshall
             Islands law.](2)

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    (2) Subject to final negotiation.