Exhibit 4.12

                            MEMORANDUM OF AGREEMENT

                               Dated: 09/03/2006

Taygetus Shipping Company Limited, Liberia hereinafter called the Sellers, have
agreed to sell, and KOMARF HOPE 28 Shipping Company, Liberia hereinafter called
the Buyers, have agreed to buy

Name:   M/T Timeless

Classification Society/Class:   Det Norske Veritas

Built:  1991

By:  Hyundai Heavy Industries Co. Ltd., Ulsan, Korea

Flag:  Liberia

Place of registration:  Monrovia, Liberia

Call Sign:  ELNX9

Grt/Nrt:  79718 / 46569

Official Number:  9480

hereinafter called the Vessel, on the following terms and conditions:

Definition

"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
of written communication.

"Classification Society" or "Class" means the Society referred to in line 4.

1.   Purchase price. (See also Clause 17)

USD 48,000,000.- cash (United States Dollars Forty Eight Million only).

2.   Deposit.

As security for the correct  fulfilment of this Agreement the Buyers shall pay a
deposit of 2,5% (two and a half per cent) of the Purchase Price within three (3)
banking days from the date of this Agreement signed by both parties by fax. This
deposit  shall be placed  with The Royal  Bank of  Scotland,  Shipping  Business
Centre,  5-10 Great Tower Street,  London EC3P 3HX,  Sort Code:  16-01-01,Swift:
RBOSGB2L,  Account  Key:  TASHCO-USD1,   lban:  GB82  RBOS  1663  0000  3151  53
Beneficiary:  Taygetus Shipping Company LW, Correspondent Bank: American Express
Bank Limited, New York Swift AEIBUS33XXX in the name of the Sellers.

3.   Payment (Subject to Clause 17).

The said Purchase  Price shall be paid in full free of bank charges to The Royal
Bank of Scotland, Shipping Business Centre, 5-10 Great Tower Street, London EC3P
3HX, Sort Code: 16-01-01, Swift: RBOSGB2L, Account Key: TASHCO-USD1,  lban: GB82
RBOS 1663 00003151 53 Beneficiary:  Taygetus Shipping Company Ltd, Correspondent
Bank:  American Express Bank Limited,  New York Swift AEIBUS33XXX on delivery of
vessel in accordance with clause 5.

4.   Inspections.

a)*  The Buyers have inspected and accepted the Vessel's classification records.
     The Buyers have also  inspected the Vessel at Quintero  Chile within March,
     2006 and have accepted the Vessel following this inspection and the sale is
     outright and  definite,  subject only to the terms and  conditions  of this
     Agreement.

b)*  Paragaph deleted.

*    4a) and 4b) are  alternatives;  delete whichever is not applicable.  In the
     absence of deletions, alternative 4a) to apply.

5.   Notice, time and place of delivery.

a)   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 on or before
     March 15, 2006.

b)   After the receipt of the notice of Readiness for Delivery. the Vessel shall
     be delivered and taken over safely afloat at a safe and accessible berth or
     anchorage or at high sea on March 15, 2006 or, if later, on such other date
     as agreed  between the Sellers  and the Buyers that  reasonably  takes into
     account  the time  needed  for the BBC (as  defined  in Clause  17) and the
     related financing  transactions to take into effect (the procedure of which
     shall be as provided for in Clause 5 of the BBC).

c)   Expected time of delivery: Between 15th March 2006 and 30th March, 2006

     Date of cancelling (see clauses 5 c), 6 b) (iii) and 14): 30th April, 2006

     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  dale.  Upon receipt of such  notification  the Buyers shall
     have the option of either  cancelling  this  Agreement in  accordance  with
     Clause 14 within 2 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 2 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 in line 61.

     If this  Agreement is  maintained  with the new  cancelling  date all other
     terms and conditions hereof including those contained in Clauses 5 a) and 5
     c) 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 the deposit together with interest earned shall be released
     immediately to the Buyers whereafter this Agreement shall be null and void.

6.   No Drydocking/Divers Inspection Clause to apply.

a)** Paragraph deleted.

b)** Paragraph deleted.

c)   Paragraph deleted.

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   propeller(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.  Forwarding  charges,  if any, shall be for the Sellers  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 Seller's  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):

(See Clause 20)

Paragraph deleted.

18.  Documentation. (See also Clause 19)

The place of closing: Athens, Greece

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

a)   Legal Bill of Sale in a form  recordable  in  ____________  (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 debts
     or claims whatsoever,  duly notarially attested and legalized by the consul
     of such country or other competent authority.

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

c)   Confirmation of Class issued within 72 hours prior to delivery.

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

e)   Recordation of Bill of Sale evidencing the sale of the Vessel to the Buyers
     issued by the Liberia registry.

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.

In  addition  to the  documents  above  Buyers  will  furnish  Sellers  with the
following documents:

     a)   Minutes of the Board of Directors resolving the Purchase of the Vessel
          and acceptance of delivery of the vessel

     b)   Power of Attorney as per the minutes above

     c)   Certificate of  Incorporation  dated not earlier than thirty (30) days
          from delivery.

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  which 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 which may be in
the Sellers'  possession  shall be promptly  forwarded to the Buyers at Sellers'
expense,  if they so  request.  The Sellers may keep the Vessel' s log books but
the Buyers to have the right to take copies of same.

9.   Encumbrances

The Sellers warrant that the Vessel,  at the time of delivery,  is free from all
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  which 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, where as similar charges
in  connection  with  the  closing  of the  Sellers'  register  shall be for the
Sellers' account.

11.  Condition on delivery

The  Vessel  shall  be  delivered  and  taken  over  as she  was at the  time of
inspection,  fair wear and tear excepted. However, the Vessel shall be delivered
with her class  maintained  without  condition/recommendation*,  free of average
damage affecting the Vessel's class and with her classification certificates and
national  certificates,  as well as all other certificates the Vessel had at the
time of inspection,  valid and unextended without  condition/recommendation*  by
Class or relevant  authorities  at the time of  delivery.  "Inspection"  in this
Clause 11, shall mean the Buyer's  inspection  according to Clause 4 a) or 4 b),
if applicable,  or the buyers inspection prior to the signing of this Agreement.
If the Vessel is taken over without inspection, the date of this agreement shall
he the relevant date.

*    Notes,  if  any,  in the  surveyor's  reports  which  are  accepted  by the
     Classification Society without condition/recommendation are not to be taken
     account.

12.  Name / Markings

     Paragraph deleted.

13.  Buyers' default

This  clause  shall  apply only in the event that the  default in this clause is
attributable to the Buyers' gross negligence or wilful misconduct.

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

Should the Purchase  Price not he paid in accordance  with Clause 3, the Sellers
have the right to cancel the Agreement,  in which case the deposit together with
interest  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

This  clause  shall  apply only in the event that the  default in this clause is
attributable to the Sellers' gross negligence or wilful misconduct.

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  in line 61 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 6. 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 in line 61 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  in
line 61 or fail to be ready to validly  complete a legal  transfer as  aforesaid
they  shalt  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

     Paragraph deleted.

16.  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 Iwo arbitrators properly appointed shall not agree they shall appoint an
     umpire whose decision shall be final.

b)*  Paragraph deleted

c)*  Paragraph deleted


17.  Seller's Credit.

Notwithstanding anything herein to the contrary (including, Clause 3), Sellers's
credit (in the amount of 10% of the Purchase Price,  "Sellers's Credit) shall be
made  in  accordance  with,  and  as  more  fully  described  in,  the  bareboat
charterparty  entered into on the same date  herewith by and between the Sellers
as charterers and the Buyers as owners ("BBC").

18.  Bareboat Charterparty

Under the BBC,  the Vessel shall be chartered to the Sellers for such period and
on such terms and conditions as more particularly described therein. Delivery of
the  Vessel  to  the  Buyers  under  this  Agreement  shall  be  subject  to the
simultaneous delivery to and acceptance by the Sellers (as Charterers) under the
BBC.

19.  Paragraph deleted.

20.  Remaining Stores, Stores, etc.

Remaining stores, provisions, bunkers and lubricating oils onboard the Vessel at
the time of delivery hereunder shall remain the property of the Sellers.

21.  The Sellers  shall comply with the Buyers'  requests  which may be made for
     the  Buyers'  compliance  with the loan and  guarantee  facility  agreement
     entered into on, or to be entered into  around,  the even date  herewith by
     and among, inter alios, the Buyers as borrower,  Fortis Bank (Nederland) W.
     V. as agent and arranger and the lenders specified therein.


     For and on behalf of                        For and on behalf of
     Taygetus Shipping Company Ltd               KOMARF HOPE 28 Shipping Company


     /s/  Stamatis Tsantanis                     /s/ K. H. Kwan
     -------------------------------             -------------------------------