Exhibit 10.9


 


MEMORANDUM OF
AGREEMENT DATED 27 OCTOBER 2003


 


Argent Capital LLC of Springates, Government Road,
Charles Town, Nevis, hereinafter called the Sellers,
have agreed to sell in their capacity as the Mortgagees in Possession of “Northern
Horizon”, and Marine Group International Inc. of Balboa
Plaza Building, 5th Floor, Office 522, Balboa Avenue, Panama City,
Republic of Panama, hereinafter called the Buyers, have agreed to buy the motor
vessel  “NORTHERN HORIZON” which is
currently lying at Liverpool.


 


Argent Capital
LLC currently have a registered mortgage on “Northern Horizon” under which the
owners of the vessel, Northern Horizon LLC, have defaulted and there is a sum
in excess of US$ 1 million currently outstanding. Judgment was obtained in the
English High Court for US$ I million in respect of the principle debt together
with US$ 155,753.44 interest and costs on 15th October 2003.


 


A Notice of
Default was served on Northern Horizon LLC on or around 24th
February 2003. Argent Capital LLC took effective control of “Northern
Horizon” in March 2003 and formal notice of taking over the vessel as
Mortgagee in Possession was given on or around 9th May 2003.


 


A paper
valuation for “Northern Horizon” was obtained from a reputable Ship Broker, S.
C. Chambers & Co. on 7th October 2003 and who estimated
that the value of “Northern Horizon” on open sale would be US$ 600,000.


 


In their
capacity as Mortgagee in Possession Argent Capital LLC will account for the
sale proceeds under the sale herein. In particular they will apply the sale
proceeds to clear all encumbrances having a priority claim, will apply the
funds to satisfy sums outstanding under the terms of the mortgage and will
account to Northern Horizon LLC in respect of the sale proceeds generally. However
there will be no surplus funds once the priority payments have been made and
the debt owed to the seller is satisfied.


 


Details of
“Northern Horizon”:


 


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Classification
Society/Class: Lloyds Register


 


	
  Built:

  	
   

  	
  1966

  	
   

  	
  By:

  	
  Goole
  Shipbuilding & Repair Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flag:

  	
   

  	
  Bahamas

  	
   

  	
  Port of
  Registry:

  	
   

  	
  Nassau

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Call Sign:

  	
   

  	
  C60G3

  	
   

  	
  GRT/NRT:

  	
  1,833/549

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IMO Number:

  	
   

  	
  6525131

  	
   

  	
  Register
  Number:

  	
  308539

  
										



 


hereinafter
called the Vessel,


 


The sale of
the vessel specifically does not include the ROV Abyssus 5000 (the “ROV”) and
the equipment and machinery relating to the said ROV currently lying aboard
“Northern Horizon” and which is owned directly by NTL Trust Limited, a company
incorporated under the laws of Nevis.


 


The vessel is
sold on the following terms and conditions:


 


Definitions


 


“Banking days”
are days on which banks are open both in the country of the currency stipulated
for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause
8.


 


“In writing”
or “written” means a letter handed over from the Sellers to the Buyers or vice
versa, a registered letter, telex, telefax or other modern form or written
communication.


 


“Classification
Society” or “Class” means the Society referred to above.


 


1.                                       Purchase
Price


 


US$1 million


 


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2.                                       Deposit


 


No deposit
payable


 


3.                                       Payment


 


The said Purchase Price shall be paid by way of a promissory note with
a value of US$ 1 million payable within 18 months to be secured by a mortgage
on the vessel in the name of the seller, the form of which shall be agreed and
executed between the parties on delivery of the Vessel, but not later than 3
working days after the Vessel is in every respect physically ready for delivery
in accordance with the terms and conditions of this Agreement and Notice of
Readiness has been given in accordance with Clause 5.


 


4.                                       Inspections


 


The vessel is currently lying at Liverpool under and the Buyer has had
access to the vessel and class records. The Vessel is sold on a “where is, as
is” basis.  Buyers have accepted the
Vessel without inspection of the Vessel or the Classification records and the
sale is outright and definite, subject only to the terms and conditions of this
Agreement. In particular, the Buyers confirm that they are aware of the current
class status of the Vessel and that there is no obligation upon the Seller to
take any steps to deal with outstanding class requirements.


 


5.                                       Notices,
time and place of delivery


 


(a)                                  The Vessel is currently berthed at Liverpool and shall remain at
Liverpool pending delivery. The vessel is currently under arrest through the
English Admiralty Court. The Seller shall ensure that the ship is free of
arrest at the time of delivery.


 


(b)                                 The Vessel shall be delivered and taken over safely afloat at a safe
and accessible berth at Liverpool and is available for delivery at the Buyer’s
option.


 


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Date of
cancelling – 17th 
November 2003


 


(c)                                  If the Sellers anticipate that, notwithstanding the exercise of due
diligence by them, the Vessel will not be ready for delivery by the cancelling
date they may notify the Buyers in writing stating the date when they
anticipate that the Vessel will be ready for delivery and propose a new
cancelling date.  Upon receipt of such
notification the Buyers shall have the option of either cancelling this
Agreement in accordance with Clause 14 within 7 running days of receipt of the
notice or of accepting the new date as the new cancelling date.  If the Buyers have not declared their option
within 7 running days of receipt of the Sellers’ notification or if the Buyers
accept the new date, the date proposed in the Sellers’ notification shall be
deemed to be the new cancelling date and shall be substituted for the
cancelling date stipulated above.


 


If this Agreement is maintained with the new cancelling date all other
time and conditions hereof shall remain unaltered and in full force and
effect.  Cancellation or failure to cancel
shall be entirely without prejudice to any claim for damages the Buyers may
have under Clause 14 for the Vessel not being ready by the original cancelling
date.


 


(d)                                 Should the Vessel become an actual, constructive or compromised
total loss before delivery to the Buyers this Agreement shall be null and void.


 


6.                                       Drydocking/Divers
Inspection


 


The Buyers do not require the Vessel to be drydocked for inspection
purposes or for a divers inspection to take place.


 


7.                                       Spares/bunkers,
etc.


 


The Sellers shall deliver the Vessel to the Buyers with everything
belonging to her on board and on shore. 
All spare parts and spare equipment including spare tail-end shaft(s)
and/or spare propellers(s)/propeller blade(s), if any, belonging to the Vessel
at the time of inspection used or unused, whether on board or not shall become
the Buyers’ property, but spares on order are to be excluded.


 


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Forwarding
charges, if any, shall be for the Buyers’ account.  The Sellers are not required to replace spare parts including
spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are
taken out of spare and used as replacement prior to delivery, but the replaced
items shall be the property of the Buyers. 
The radio installation and navigational equipment shall be included in
the sale without extra payment if they are the property of the Sellers.  Unused stores and provisions shall be
included in the sale and be taken over by the Buyers without extra payment.


 


The Sellers
have the right to take ashore crockery, plates, cutlery, linen and other
articles bearing the Sellers’ flag or name, provided they replace same with
similar unmarked items.  Library, forms,
etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without
compensation.  Captain’s, Officers’ and
Crew’s personal belongings including the slop chest are to be excluded from the
sale, as well as the following additional items (including items on hire):


 


The Buyers
shall take over the remaining bunkers and unused lubricating oils in storage
tanks and sealed drums the value of which is included in the sale price.  Payment under this Clause shall be made at
the same time and place and in the same currency as the Purchase Price.


 


8.                                       Documentation


 


The place of
closing: London


 


In exchange
for payment of the Purchase Price the Sellers shall furnish the Buyers with
delivery documents, namely:


 


(a)                                  Resolution of the Board of the Sellers permitting the sale.


 


(b)                                 Legal Bill of Sale in a form recordable in the Bahamas (the country
in which the Buyers are to register the Vessel), warranting that the Vessel is
free from all encumbrances, mortgages and maritime liens or any other


 


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debts or
claims whatsoever, duly notarially attested and legalised by the consul of such
country or other competent authority.


 


(c)                                  Current Certificate of Ownership issued by the competent authorities
of the flag state of the Vessel.


 


(d)                                 Current Certificate issued by the competent authorities stating that
the Vessel is free from registered encumbrances.


 


(e)                                  Certificate of Deletion of the Vessel from the Vessel’s registry or
other official evidence of deletion appropriate to the Vessel’s registry at the
time of delivery, or, in the event that the registry does not as a matter of
practice issue such documentation immediately, a written undertaking by the
Sellers to effect deletion from the Vessel’s registry forthwith and furnish a
Certificate or other official evidence of deletion to the Buyers promptly and
latest within 4 (four) weeks after the Purchase Price has been paid and the
Vessel has been delivered.


 


(f)                                    Any such additional documents as may reasonably be required by the
competent authorities for the purpose of registering the Vessel, provided the
Buyers notify the Sellers of any such documents as soon as possible after the
date of this Agreement.


 


At the time of delivery the Buyers and Sellers shall sign and deliver
to each other a Protocol of Delivery and Acceptance confirming the date and
time of delivery of the Vessel from the Sellers to the Buyers.


 


At the time of
delivery the Sellers shall hand to the Buyers the Classification certificate(s)
as well as all plans etc., which are on board the Vessel.  Other certificates that are on board the
Vessel shall also be handed over to the Buyers unless the Sellers are required
to retain same, in which case the Buyers to have the right to take copies.  Other technical documentation that may be in
the Sellers’ possession shall be promptly forwarded to the Buyers at their
expense, if they so request.  The
Sellers may keep the Vessel’s logbooks but the Buyers to have the right to take
copies of same.


 


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9.                                       Encumbrances


 


The Sellers warrant that they have taken all reasonable steps to ensure
that the vessel, at the time of delivery, is free from all charters,
encumbrances, mortgages and maritime liens or any other debts whatsoever.  The Sellers hereby undertake to indemnify
the Buyers against all consequences of claims made against the Vessel that have
been incurred prior to the time of delivery.


 


10.                                 Taxes,
etc.


 


Any taxes, fees and expenses in connection with the purchase and
registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall
be for the Sellers’ account.


 


11.                                 Condition
on delivery


 


The Vessel with everything belonging to her shall be at the Sellers’
risk and expense until she is delivered to the Buyers, but subject to the terms
and conditions of this Agreement she shall be delivered and taken over as she
was at the time of inspection, fair wear and tear excepted.  The Buyers are fully aware of the Class
status of the Vessel and that Class is currently suspended. The Sellers are not
required to take any steps to reinstate Class prior to delivery.


 


12.                                 Name/markings


 


Upon delivery the Buyers undertake to change the name of the Vessel and
alter funnel markings should the Sellers require this.


 


13.                                 Buyers’
default


 


Should the deposit not be paid in accordance with Clause 2, the Sellers
have the right to cancel this Agreement, and they shall be entitled to claim
compensation for their losses and for all expenses incurred together with
interest.  Should the Purchase Price not
be paid in accordance with Clause 3, the Sellers have the right to cancel the
Agreement, in which case the deposit together with interest


 


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earned shall be released to the Sellers.  If the deposit does not cover their loss, the Sellers shall be
entitled to claim further compensation for their losses and for all expenses
incurred together with interest.


 


14.                                 Sellers’
default


 


Should the Sellers fail to give Notice of Readiness in accordance with
Clause 5 a) or fail to be ready to validly complete a legal transfer by the
date stipulated herein the Buyers shall have the option of cancelling this
Agreement provided always that the Sellers shall be granted a maximum of 3
banking days after Notice of Readiness has been given to make arrangements for
the documentation set out in Clause 8. 
If after Notice of Readiness has been given but before the Buyers have
taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated herein and
new Notice of Readiness given, the Buyers shall retain their option to cancel.
In the event that the Buyers elect to cancel this Agreement the deposit
together with interest earned shall be released to them immediately.


 


Should the
Sellers fail to give Notice of Readiness by the date stipulated herein or fail
to be ready to validly complete a legal transfer as aforesaid they shall make
due compensation to the Buyers for their loss and for all expenses together
with interest if their failure is due to proven negligence and whether or not
the Buyers cancel this Agreement.


 


15.                                 Buyers’
representatives


 


After both parties have signed this Agreement the Buyers have the right
to place two representatives on board the Vessel at their sole risk and
expense. These representatives are on board for the purpose of familiarisation
and in the capacity of observers only, and they shall not interfere in any
respect with the operation of the Vessel. 
The Buyers’ representatives shall sign the Sellers’ letter of indemnity
prior to their embarkation.


 


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16.                                 Arbitration


 


The Contract shall be governed by and construed in accordance with
English law and any dispute arising out of or in connection with this Contract
shall be referred to Arbitration in London in accordance with the Arbitration
Act 1996 or any statutory modification or re-enactment thereof save to the
extent necessary to give effect to the provisions of this Clause.


 


The
Arbitration shall be conducted in accordance with the London Maritime
Arbitrators’ Association (LMAA) terms current at the time when the Arbitration
proceedings are commenced.


 


The reference shall be to a single arbitrator to be agreed between the
parties.  If the parties cannot agree
upon the name of a single arbitrator either party shall be at liberty to ask
the President of the LMAA for the time being to appoint an arbitrator at his
absolute discretion and whose appointment shall be binding upon the parties.


 


IN WITNESS whereof
the parties execute this Agreement as a Deed on the date set out above


 


 


	
  /s/ Joan
  Nesbitt

  	
   

  
	
  Signed on
  behalf of the Sellers

  In the presence of

  
	
   

  
	
   

  
	
  /s/ Sarah
  Nunez

  	
   

  
	
  Signed on
  behalf of the Buyers

  In the presence of

  



 


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