Corporate Opportunity Agreements

RIGHT OF FIRST REFUSAL AND

CORPORATE OPPORTUNITIES AGREEMENT

THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this �Agreement�) is made as of                      , 2007 by and between Oceanaut, Inc., a Marshall Islands corporation (the �Company�), and Excel Maritime Carriers Ltd., a Liberian corporation (�Excel�) in connection with the Company�s proposed public offering of Units in the United States pursuant to a registration statement, on Form F-1, filed by the Company  . . .

                         CORPORATE OPPORTUNITY AGREEMENT

     This Corporate Opportunity Agreement, dated as of April 4, 2005 (the
"Agreement"), is entered into by and among the institutional stockholders listed
on Schedule I hereto (each, a "Stockholder" and collectively, the
"Stockholders") and ev3 Inc., a Delaware corporation (the "Company").
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in Section 6.1 of this Agreement.

                                 R E C I T A L S

     WHEREAS, . . .