Exhibit 4.20

                            MEMORANDUM OF AGREEMENT

                                Dated: 09/3/2006

Visi Shipping Company Limited, Liberia
hereinafter called the Sellers, have agreed to sell, and
KOMARF HOPE 30 SHPPING COMPANY, Liberia
hereinafter called the Buyers, have agreed to buy


Name:  M/T Stopless


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: A8GL7             Grt/Nrt: 79718/46569

Official Number: 12600


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 fulfillment 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: ViTSH1-USD1, lban:GB31 RBOS 1663 0000 3428
43 Beneficiary: Vitsi Shipping Company 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:  ViTSHI-USD1,  lban:GB31
RBOS 1663 0000 3428 43 Beneficiary:  Vitsi 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  Ashkelon,  Israel  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)*  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 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
     canceling 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 canceling date. Upon receipt of such notification the Buyers shall have
     the option of either  canceling 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  canceling  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 canceling date and shall be  substituted  for
     the canceling date stipulated in line 61.

     If this Agreement is maintained with the canceling date all other terms and
     conditions  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  canceling
     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.

     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 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
charter,  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 expected. 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
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.

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  canceling  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 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

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


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.


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'  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 altos.  the Buyers as borrower,  Fortis Bank  (Nederland)
     N.V. as agent and arranger and the lenders specified therein.


     For and on behalf of                        For and on behalf of
     Vitsi Shipping Company Ltd                  KOMARF HOPE 30 Shipping Company

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