Exhibit 4.64

ADDENDUM NO. 1 dated 16 June 2006 to a "Barecon 2001" bareboat  charter dated 14
March 2006 (the "Charter") made between, Comoros Shipping Limited (the "Original
Owners") as owners and Pageon  Shipping  Company Limited (the  "Charterers")  as
charterers, in respect of m.v. Vanguard (the "Vessel"),  whereby it is agreed by
the parties to this Addendum as follows:

1    In  connection  with the  sale of the  Vessel  by the  Original  Owners  to
     Oceanmaximum  Shipping  Limited  of  Nicosia,   Cyprus  (the  "Intermediate
     Owners") and by the Intermediate  Owners to Isomer Marine Company Limited a
     Cyprus company whose registered office is at 1 Costakis  Pantelides Avenue,
     Kolokasides Building, 1010 Nicosia, Cyprus (the "New Owners") in accordance
     with  the  terms  of the  respective  sale and  purchase  agreements  (each
     respectively referred to hereinafter as an "MOA"):

     (a)  the Charterers hereby consent to the proposed  consecutive sale of the
          Vessel from the Original  Owners to the  Intermediate  Owners and from
          the Intermediate Owners to the New Owners;

     (b)  the Original  Owners,  the New Owners and the Charterers  hereby agree
          that,  with  effect  from the date of  delivery  of the  Vessel by the
          Intermediate  Owners to the New Owners  pursuant to the  relevant  MOA
          (the  "Effective  Date"),  the New  Owners  shall  be and  are  hereby
          substituted in place of the Original  Owners as a party to the Charter
          and as the  "Owners"  of the  Vessel  under the  Charter  and that the
          Charter  shall  henceforth be construed and treated in all respects as
          if the New Owners were named therein instead of the Original Owners;

     (c)  the New Owners  hereby  agree with the  Charterers  that,  as and with
          effect  from  the  Effective  Date,  the New  Owners  shall  duly  and
          punctually  perform and  discharge  all  liabilities  and  obligations
          whatsoever  from time to time to be performed or discharged by them or
          by virtue of the  Charter in all  respects  as if the New Owners  were
          named therein instead of the Original Owners;

     (d)  the  Charterers  hereby  agree with the New Owners  that,  as and with
          effect from the Effective  Date, the Charterers  shall be bound by the
          Charter  in all  respects  as if the New  Owners  were (and had at all
          times been) named therein instead of the Original Owners; and

     (e)  the Charterers  and the Original  Owners hereby  mutually  release and
          discharge  each other from all  liabilities,  obligations,  claims and
          demands  whatsoever  touching or concerning the Charter and in respect
          of  anything  done  or  omitted  to be  done  under  or in  connection
          therewith  but without  prejudice  to the rights of the New Owners and
          the Charterers  against each other in respect of any such liabilities,
          obligations, claims and demands.

2    The Original  Owners and the  Charterers  warrant and  represent to the New
     Owners  that  the  Charter   constitutes  the  entire  agreement  with  the
     Charterers  for the  charter of the Vessel and that the  Charter is in full
     force and effect.

3    The  Charterers  hereby  acknowledge  that there are no  defaults or claims
     outstanding under the Charter on the part of or against the Original Owners
     or the Intermediate Owners.

4    The Original Owners hereby acknowledge that there are no defaults or claims
     outstanding under the Charter on the part of or against the Charterers.

5    The  Original  Owners  hereby  agree that they shall,  within 7 days of the
     Effective  Date,  reimburse to the New Owners the amount of advance charter
     hire paid to the Original Owners by the Charterers in respect of the period
     from the  Effective  Date to the end of the period to which that payment of
     charterhire relates.

6    The New Owners and the  Charterers  hereby  agree that,  as and with effect
     from  the  Effective   Date,  the  charter  hire  payable  to  FORTIS  BANK
     (NEDERLAND)  N.V. in accordance with Box 26 should now be payable to FORTIS
     BANK  NV/SA of 166  Syngrou  Avenue,  176 71,  Athens  Greece  account  no.
     1000180205.

7    The New Owners and the  Charterers  hereby  agree that,  as and with effect
     from the Effective Date, the Charter shall be amended as follows:

     (a)  by  amending  throughout  the  Charter any  references  to  "Financial
          Instruments",  "relevant  Financial  Instruments"  to read  "Financial
          Instrument";

     (b)  by amending  throughout  the Charter any  references to  "Mortgagees",
          "Mortgagees",  "a  Mortgagee",  "such  Mortgagee",  "said  Mortgagee",
          "respective  Mortgagee" to read "First  Mortgagee"  or, as the context
          may require, "First Mortgagee's";

     (c)  by  deleting   throughout  the  Charter  the  words  "and  the  Second
          Mortgagee", "or, as the case may be, the Second Mortgagees"

     (d)  by deleting in Box 28 the words  "Second  Quadripartite  Agreement and
          Second Mortgage in favour of the Second Mortgagee";

     (e)  by  amending  in  paragraph  (a)  following  line 32 the words "by the
          Owners" and "to the Owners as buyers" to read "by the Original  Owners
          (as  defined in Clause 33  hereof)"  and "to the  Original  Owners (as
          defined in Clause 33 hereof)", respectively;

     (f)  by deleting in line 342 the words "or any of them";

     (g)  by deleting in the 20th line  following line 366 (but before line 367)
          the words "or either of them";

     (h)  by  amending  in clause 16,  line 559,  sub-paragraph  (b),  the words
          "FORTIS BANK  (NEDERLAND)  N.V. of Coolsingel 93, 3012 AE,  Rotterdam,
          The  Netherlands"  to read  "FORTIS  BANK NV/SA of Montagne de Parc 3,
          1000 Brussels, Belgium";

     (i)  by  deleting in clause 16, line 559,  the whole of  sub-paragraph  (c)
          starting  from  the  words  "NOTICE  OF  SECOND  MORTGAGE"  up to  and
          including the words "other than for crew's wages and salvage";

     (j)  by amending in the line immediately following line 561, the words "and
          their respective" to read "and its";

     (k)  by amending in the fifth line  following  line 618,  the words "and to
          provide  to the buyers of the Vessel a  performance  guarantee  of all
          Charterers'  obligations  hereunder  by  way  of a  first  class  bank
          guarantee acceptable to the buyer and in the amount of USD 2,550,000."
          to read:

          "and:

          a) in the event such sale is on terms  pursuant to which the buyer has
          agreed to pay to the  Owners  the  relevant  acquisition  price of the
          Vessel in cash and in full upon delivery and  acceptance of the Vessel
          to such buyer, the Charterers shall provide to the buyer of the Vessel
          a performance  guarantee of all the Charterers'  obligations hereunder
          by way of a first class bank guarantee  acceptable to the buyer and in
          the amount of USD 2,550,000; or

          (b) in the event such sale is on terms pursuant to which the buyer has
          agreed to pay for the acquisition of the Vessel by, inter alia, taking
          over from the Owners the Owners' obligation under Clause 17 of the MOA
          to repay the Sellers'  Credit to the  Charterers,  then the Charterers
          shall  execute any such  document and take any such action as provided
          in clause 17(b) of the MOA  including,  but without any  limitation to
          the  generality of the  foregoing,  any such document or action as the
          Owners may consider  necessary or desirable  for the said buyer to (i)
          take the place of the Owners under Clause 17 of the MOA and under this
          Charter and (ii)  receive the benefit of any of the  securities  under
          this  Charter  and,  in  particular  but  without  limitation  to  the
          foregoing, Clauses 32Aa, 32Ab and 32C hereof.";

     (l)  by amending in line 815, sub-paragraph (iv) to read as follows:

          "the  Charterers  or the  Charter  Guarantor  (as defined in Clause 33
          hereof)  breach any of the terms of any of the Security  Documents (as
          such term is defined  in the First  Quadripartite  Agreement  (as such
          term is further  defined in Clause 33 hereof)) to which the Charterers
          and/or  the  Charter  Guarantor  (as such term is  further  defined in
          Clause 33 hereof) is, or is to become,  a party to (for the  avoidance
          of doubt, the making of a  misrepresentation  by the Charterers and/or
          the Charter  Guarantor under, or in relation to or in connection with,
          any of the  Security  Documents  (as such term is defined in the First
          Quadripartite  Agreement (as such term is further defined in Clause 33
          hereof))  shall  constitute a breach of such document for the purposes
          of this Clause 28(a)(iv)).";

     (m)  by deleting from line 845 the words "or (ii) the Charter Guarantor, as
          defined  in clause  33,  breaches  any of the  financial  undertakings
          stated in the Charter Guarantee and/or the Financial Instruments.";

     (n)  by amending in lines 5 and 6 of clause 32A(a),  the words "each of the
          First Quadripartite Agreement and the Second Quadripartite  Agreement"
          to read "the First Quadripartite Agreement";

     (o)  by adding in clause 33 the following definition of "Original Owners":

          "Original  Owners" means Comoros  Shipping  Limited of 41  Themistokli
          Dervi,  Hawai,  Nicosia Tower, 8th floor,  Flat/office  806-807,  P.C.
          1066, Lefkosia, Cyprus.";

     (p)  by deleting the existing  definitions of "First Mortgagee",  "MOA" and
          Financial   Instrument"  and  replacing  them  by  the  following  new
          definitions of "First Mortgagee", "MOA" and "Financial Instrument":

          "First  Mortgagee" means FORTIS BANK NV/SA of Montagne de Parc 3, 1000
          Brussels,  Belgium  acting  through  its Athens  branch at 166 Syngrou
          Avenue,  Athens Greece (or of such other address as may be notified to
          the relevant  parties) and includes its successors in title as well as
          nay person that may replace the First Mortgagee;

          "MOA" means the  memorandum  of  agreement  dated 14 March 2006,  made
          between the Charterers, as sellers and the Original Owners, as buyers,
          pursuant  to which the  Original  Owners  purchased  the Vessel on the
          terms and  conditions  mentioned  therein as amended by a supplemental
          agreement  dated 16 June 2006 made  between the Owners,  the  Original
          Owners and the Charterers;

          "Financial  Instrument" means the First Quadripartite  Agreement,  the
          First Mortgage and the First Deed of Covenant"; and

     (q)  by deleting in clause 33 the  definitions  of Second Deed of Covenant,
          Second Mortgage, Second Mortgagee,  Second Quadripartite Agreement and
          Mortgagees.

8    Subject  to the  foregoing  the  terms of the  Charter  shall not have been
     amended and remain in full force and effect.

9    No term of this  Addendum is  enforceable  under the  Contracts  (Rights of
     Third Parties) Act 1999 by a person who is not a party to this Addendum.

10   This Addendum shall be construed in accordance  with, and shall be governed
     by, English law.


SIGNED by
COMOROS SHIPPING LIMITED
by:  Alexandra Tatagia                          /s/ Alexandra Tatagia
                                                --------------------------------


SIGNED by
ISOMAR MARINE COMPANY LIMITED
by: Mark Gatto                                  /s/ Mark Gatto
                                                --------------------------------

SIGNED by
PAGEON SHIPPING COMPANY LIMITED
by: Eirini Alexandropoulou                      /s/ Erini Alexandropoulou
                                                --------------------------------