Exhibit 4.28
 Norwegian Shipbrokers Association Memorandum of Agreement for sale and purchase of ships. Adopted
by the Baltic and International Maritime Council (BIMCO) in 1956.Code-nameSALEFORM 1993Revised 1966, 1983, 1986/87.
 MEMORANDUM OF AGREEMENT
 Dated: 4 June 2010
     Built: 2010
    
    By: SAMSUNG SHIPYARDFlag:
    
    Place of Registration:Call Sign:
    
    Grt/Nrt:Register Number:hereunder called the Vessel, on the following terms and conditions:
 Definitions
    1.
Purchase Price $56,500,0000
 2. Deposit standard deposit clause
 N/A
 3. Payment
  4. Inspections
  5. Notices, time and place of delivery
 a)
    
    The Sellers shall keep the Buyers well informed of the Vessels itinerary and shall provide the
Buyers with approximate 20/15/10/7/5/3 and definite 2 and 1 days notice of the estimated time of
arrival at the intended place of underwater inspection/delivery. When the Vessel is at the place of
delivery and in every respect physically ready for delivery in accordance with this Agreement, the
Sellers shall give the Buyers a written Notice of Readiness for
delivery.b)
    
    The Vessel shall be delivered and taken over safely afloat at a safe and accessible
international berth or anchorage at/in SAMSUNG shipyard KOREA .in the Sellers option.Expected time of delivery: back to back with shipbuilding contractDate of cancelling NAc)
    
    Should the Vessel become an actual, constructive or compromised total loss before delivery the
deposit together with interest earned shall be released immediately to the Buyers




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6. Drydocking/Divers Inspection
 b) **
    
    (i) The Vessel is to be delivered without drydocking. However, the Buyers shall have the
right at their expense to arrange for an underwater inspection by a diver approved by the
Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make
the Vessel available for such Inspection. The extent of the inspection and the conditions under
which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers
shall make the Vessel available at a suitable alternative place near to the delivery port.(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are
found broken, damaged or defective so as to affect the Vessels class, then unless repairs can be
carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for
the Vessel to be drydocked at their expense for inspection by the Classification Society at the
Vessels underwater parts below the deepest load line, the extent of the inspection being in
accordance with the Classification Societys rules. If the rudder, propeller, bottom or other
underwater parts below the deepest load line are found broken, damaged or defective so as to affect
the Vessels class, such defects shall be made good by the Sellers at their expense to the
satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater
inspection and the Classification Societys attendance.(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-docking
facilities are available at the port of delivery, the Sellers shall
take the Vessel to a port where
suitable drydocking facilities are available, whether within or outside the delivery range as per
Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within
the delivery range as per 
Clause 5 b) which shall, for the purpose of this Clause, become the new
port of delivery. In such event the cancelling date provided for in
Clause 5 b) shall be extended
by the additional time required for the drydocking and extra steaming, but limited to a maximum of
14 running days.c)
    
    If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above




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*
    
    Notes, if any, in the surveyors report which are accepted by the Classification Society without
condition/recommendation are not to be taken into account.
  7. Spares/bunkers, etc.
    8. Documentation
     9. Encumbrances
  10. Taxes, etc.




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11. Condition on delivery
  
 *
    
    However, the Vessel shall be delivered with her class maintained 12 Buyers default
   13. Sellers default
   14. Buyers representatives
  15. Arbitration
 a)*
    
    This agreement shall be governed by and construed in accordance with English law and any
dispute arising out of this Agreement shall be referred to arbitration in London in accordance
with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof
for the time being in force, one arbitrator being appointed by each party. On the receipt by
one party of the nomination in writing of the other partys arbitrator, that party shall
appoint their arbitrator within fourteen days, failing which the decision of the single
arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they
shall appoint an umpire whose decision shall be final.
 Additional clause 16(A)(B) appearing hereafter are an integral part of this agreement.
 (STEALTHGAS INC)
    
    (STEALTHGAS INC)




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ADDENDUM NO. 1
 th
    nd
 (STEALTHGAS INC)
    
    (STEALTHGAS INC)