Exhibit 4.8

                             MEMORANDUM OF AGREEMENT

                               Dated: 09/03/2006

Kisavos Shipping Company Limited, Marshall Islands hereinafter called the
Sellers, have agreed to sell, and KOMARF HOPE 27 Company, Marshall Islands
hereinafter called the Buyers, have agreed to buy

Name: M/T Priceless

Classification Society/Class: Det Norske Veritas

Built: 1991

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

Flag: Marshall Islands

Place of registration: Marshall Islands

Call Sign: V7DB3

Grt/Nrt: 79718/46569

Official Number: 1598

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:   KISHCO-USD1,
     lban:GB44 RBOS 1663 0000 3369 83 Beneficiary: Kisavos 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:
     KISHCO-USD1, lban:GB44 RBOS 1663 0000 3369 83 Beneficiary: Kisavos 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 Singapore  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.

*    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 5c), 6b 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 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)** deleted

b)** deleted

c)   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 Marshall Islands 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
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 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.

b)*  deleted

c)*  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,  "Seller's Credit") shall be
made  in  accordance  with,  and  as  more  fully  described  in,  the  bareboat
charterparty  entered into on the same done  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.  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'  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)
     N.V. as agent and arranger and the lenders specified therein.

For and on behalf of                            For and on behalf of
Kisavos Shipping Company Ltd.                   KOMARF HOPE 27 Shipping Company



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