Exhibit 4.16

                            MEMORANDUM OF AGREEMENT

                                   09/03/2006

Pylio Shipping Company Limited, Liberia hereinafter called the Sellers, have
agreed to sell, and KOMARF HOPE 29 Company, Liberia hereinafter called the
Buyers, have agreed to buy


Name: M/T Flawless


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: ELNX4

Grt/Nrt: 79718 / 46569

Official Number: 9475

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:  PYSHCO-USD1,
     lban:GB10  RBOS 1663  0000  3151 88  Beneficiary:  Pylio  Shipping  Co Ltd,
     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:
     PYSHCO-USD1,  lban:GB10 RBOS 1663 0000 3151 88 Beneficiary:  Pylio Shipping
     Co Ltd,  Correspondent  Bank:  American  Express Bank Limited,  New York --
     Swift AEIBUS33XXX on delivery of Vessel, in accordance with Clause 5.

a)*  The Buyers have inspected and accepted the Vessel's classification records.
     The Buyers have also inspected the Vessel at Suez within February, 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)*  Paragraph 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  at/in 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 canceling (see Clause 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  date.  Upon receipt of such  notification  the Buyers shall
     have option of either  cancelling  this Agreement in accordance with Clause
     14 within 2 days of receipt of the notice or of  accepting  the new date as
     the 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

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)

8.   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 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
     encumbrances,  mortgages and maritime liens or any other debts or 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 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 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 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  Buyer's  inspection  prior  to  the  signing  of  this
     Agreement. If the Vessel is taken over without inspection, the date of this
     Agreement shall be 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

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 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  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 the  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 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 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

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 two 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),
     Seller's  credit  (in the  amount of 10% of the  Purchase  Price,  "Sellers
     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, 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' request which may be made for the
     Buyer's  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) N.V. as agent
     and arranger and the lenders specified therein.