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                                  EXHIBIT 10.17
                        SHARE PURCHASE AND SALE AGREEMENT

        This SHRE PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into
as of December 31, 2006 by and between ISRAMCO INC., a Delaware corporation
("Seller"), and CHESNY ESTATES LTD., a British Virgin Islands company ("Buyer")

WHEREAS MAGIC 1 CRUISE LINE CORP. (the "COMPANY") is a company duly incorporated
        and registered in the British Virgin Islands, and

WHEREAS The Company is the owner of the cruise liner M/V "MIRAGE 1", IMO number
        7221433 a Bahamas flagged vessel (the "VESSEL"), and

WHEREAS The Seller is the owner of 50,000 shares par value 1 USD each
        constituting 100% of the issued shares capital of the Company (the
        "SHARES"); and

WHEREAS The Seller desires to sell, transfer and deliver the Shares to the Buyer
        and the Buyer desires to purchase and receive the Shares from the
        Seller, subject to the terms and conditions set forth herein,


        In consideration of the mutual promises contained herein, the benefits
to be derived by each party hereunder and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller
agree as follows:

                                    ARTICLE I

                                PURCHASE AND SALE

1.      1.1     PURCHASE AND SALE. Seller agrees to sell and convey and
                Buyer agrees to purchase and pay for the Shares, subject to the
                terms and conditions of this Agreement,

        1.2     EFFECTIVE DATE. The purchase and sale of the Shares shall be
                effective for all purposes as of December 31, 2006, at 12:01
                A.M., Delaware local time (the "Effective Date").


                                   ARTICLE II
                                 PURCHASE PRICE


                           Purchase and Sale Agreement
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                                 PURCHASE PRICE


2.      2.1     PURCHASE PRICE. The purchase price for the Shares shall be $
                2,300,000 (the "Purchase Price"), subject to adjustments as set
                forth in section 2.2 below.

        2.2     ADJUSTMENT TO PURCHASE PRICE. Purchase Price shall be adjusted
                as follows and the resulting amount shall be considered as the
                Final Purchase Price.

                (a)     7 days after the issuance of the audited financial
                        reports of the Company as of December 31, 2006. the
                        Purchase Price shall be adjusted, upward or downward (as
                        the case may be) to reflect a purchase price equal to
                        the sum of Sellers shareholders loan to Magic deducted
                        by equity deficit (the "Final Purchase Price").

                        3 day after the adjustment of the Purchase Price and
                        calculation of the Final Purchase Price, Purchaser shall
                        pay the Seller, or shall receive from the Seller (as the
                        case may be), the balance between the Final Purchase
                        Price and the Purchase Price.

        2.3     PAYMENT. Upon execution of this Agreement, the Buyer shall pay
                the full Purchase Price, as provided in section 4(a) to this
                Agreement..

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

3.      3.1     REPRESENTATIONS AND WARRANTIES OF SELLER , Seller represents
                and warrants to Buyer as follows:

                (a)     Seller is a corporation duly organized, validly existing
                        under the laws of the State of Delaware.

                (b)     Seller has all requisite power and authority to enter
                        this Agreement, and to perform obligations under this
                        Agreement. The consummation of the transactions


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                        contemplated by this Agreement will not violate, nor be
                        in conflict with, any provision of Seller's, bylaws or
                        governing documents, or any agreement or instrument to
                        which a Seller is a party or is bound, or any judgment,
                        decree, order, statute, rule or regulation applicable to
                        Seller.

                (c)     The execution, delivery and performance of this
                        Agreement and the transactions contemplated hereby have
                        been duly and validly authorized by all requisite action
                        or the part of Seller. The execution and the delivery by
                        Seller of this Agreement, transfer of the Shares and the
                        performance and consummation of the transactions
                        contemplated herein by Seller will not (i) violate any
                        law or order to which Seller is subject, or (ii) breach
                        any Material contract, order, or permit to which Seller
                        is a party or by which Seller is bound,or (ii) conflict
                        with or violate any agreement governing Seller's
                        organization or management or any Material agreement or
                        (iii) require any consent of any third party which will
                        not be obtained at reasonable time.

                (d)     This Agreement has been duly executed and delivered on
                        behalf of Seller, and all documents and instruments
                        required hereunder to be executed and delivered by
                        Seller shall have been duly executed and delivered. This
                        Agreement does, and such documents and instruments
                        shall, constitute legal and valid obligations of Seller.

                (e)     Copy of the Certificate of Incorporation of the Company
                        its Mernorandum and Article of Association attached
                        hereto and as Appendices "A" and "A1".

                (f)     The authorized capital of the Company is USD 50,000, the
                        issued and outstanding capital of the Company is USD
                        50,000, comprised of 50,000 par value of USD 1 each,
                        numbered 1 - 50,000.

                (g)     Seller is the sole legal owner of the Shares that
                        constitute 100% of the issued shares capital of the
                        Company. Copy of the share Certificate is attached as
                        Appendix "B".

                (h)     The Shares are free and clear of any encumbrance or any
                        third party's interest.

                (i)     There are no obligations of, or undertakings by the
                        Company to issue stock or other securities of the
                        Company, and there are no other share capital,
                        preemptive rights, convertible securities, outstanding
                        warrants, options or other rights to subscribe for,
                        purchase of acquire from the Company and share capital
                        of the Company, nor has the Company agreed to issue any
                        such securities, warrants, options of rights in the
                        future.

                           Purchase and Sale Agreement
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                (j)     The Company is not a guarantor in respect of any third
                        party's loan, including the Seller.

                (k)     There is no action, suit, proceeding of investigation
                        pending or, to the Seller's knowledge, threatened,
                        against the Company. The Company paid all taxes to the
                        Registrar of Companies in BVI until 2006 (inclusive),
                        and delivered all notices and reports requested under
                        applicable law.

                (l)     The Company is not in default under any agreement or
                        other instrument to which the Company is a party or with
                        respect to any law, statue, regulation, order, writ,
                        injunction, decree, or judgment of any court or any
                        governmental department, commission, which default may
                        materially adversely affect the Company's business.

                (m)     Seller shall be responsible for all debts and/or
                        undertakings of the Company of whatever nature which
                        have arisen of created or their source relate to the
                        period prior to the Effective Dade.

                (n)     Since its incorporation, the Company has operated only
                        in the usual course of business.

                (o)     No action, proceeding or governmental inquiry or
                        investigation is pending or threatened against the
                        Company or the Vessel.

                (p)     The Company has good and marketable title to the Vessel,
                        free and clear of all Encumbrances except for a mortgage
                        as specified in Appendix 'C'.

                (q)     The sole director of the Company is Mr. Haim Tsuff.


        3.2     REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
                warrants to Seller as follows:

                (a)     Buyer is a limited liability company duly organized,
                        validly existing and in good standing under the laws of
                        the British Virgin Islands.

                (b)     Buyer has all requisite power and authority to carry on
                        business as presently conducted by the Company, to enter
                        this Agreement, and to perform obligations under this
                        Agreement. The consummation of the transactions
                        contemplated by this Agreement will not violate, nor be
                        in conflict with, any provision of Buyer's charter,
                        bylaws or governing documents, or any agreement or
                        instrument to which a Buyer is

                           Purchase and Sale Agreement
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                        a party or is bound, or any judgment, decree, order,
                        statute, rule or regulation applicable to Buyer.

                (c)     The execution, delivery and performance of this
                        Agreement and the transactions contemplated hereby have
                        been duly and validly authorized by all requisite action
                        or the part of Buyer.

                (d)     This Agreement has been duly executed and delivered on
                        behalf of Buyer, and all documents and instruments
                        required hereunder to be executed and delivered by Buyer
                        have been duly executed and delivered. This Agreement
                        does, and such documents and instruments shall,
                        constitute legal and valid obligations of Buyer.

                (e)     Buyer has no liability to pay any compensation to any
                        broker, finder, or agent with respect to this
                        transactions for which Seller could become directly or
                        indirectly liable

                (f)     Buyer has the financial ability and the required sources
                        to meet his undertakings, under this Agreement.

                (g)     Subject to the accuracy of the Sellers' representation
                        as specified in this Agreement and the fulfillment of
                        the Seller' undertaking as specified in this Agreement,
                        Buyer waives all claims and/or demands against the
                        Seller in respect of this Agreement.

                (h)     Buyer is an experienced investor, capable of evaluating
                        the merits and risks of the investment contemplated
                        herein and Buyer hereby acknowledges that it had full
                        opportunity to inquire and receive information relating
                        to the Company and the Vessel. Buyer has sufficient
                        knowledge and experience in business and financial
                        matters, so as to reach an informed and knowledgeable
                        decision to purchase the Shares. Buyer relied on its own
                        knowledge and investigation carried out on behalf of
                        Buyer by independent consultants and experts with
                        respect to the business and potential of the Company.

                (i)     Buyer acknowledges it was provided by Seller with all
                        information and data required by Buyer and Buyer has all
                        sufficient information in order to enter this Agreement.

                (j)     Buyer acknowledges it is entering this Agreement on "as
                        is" basis without relying on any representation or
                        warranties from Seller, except those expressly set forth
                        in this Agreement .Buyer is relying solely on its own
                        knowledge and independent review (including but not
                        limited to the Buyer being the lessee of the Vessel in
                        the years 2205 and 2006 ).

                           Purchase and Sale Agreement
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        3.3     DISCLAIMER.

                To the extent required by applicable Law to be operative, the
                disclaimers of certain warranties contained in this SECTION 3.3
                are "conspicuous disclaimers" for purposes of any applicable
                Law.

                        (a)     EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT
        AND THE CONVEYANCES, BUYER AGREES THAT SELLER IS CONVEYING THE SHARES
        WITHOUT REPRESENTATION, WARRANTY, OR INDEMNITY, EITHER EXPRESSED OR
        IMPLIED AT COMMON LAW, BY STATUTE, OR OTHERWISE (ALL OF WHICH SELLER
        HEREBY DISCLAIMS), RELATING TO (I) TITLE, (II) MERCHANTABILITY, DESIGN,
        OR QUALITY, OR (III) FITNESS FOR ANY PARTICULAR PURPOSE.

                        (b)     BUYER WAIVES ITS RIGHTS, IF ANY, UNDER THE TEXAS
        DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, TEXAS BUSINESS AND
        COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND
        PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION,
        BUYER VOLUNTARILY CONSENTS TO THIS WAIVER.


                                   ARTICLE I V
                                 THE TRANSACTION

        4.1     Contemporaneously with the execution of this Agreement, Seller
                and Buyer shall take the following actions for the closing of
                the Purchase and Sale of the Shares:

                (a)     Purchaser shall pay to Seller the Purchase Price.

                (b)     Seller shall transfer and deliver to Buyer the original
                        share certificate certifying that Seller is the
                        registered holder of the Shares and a share transfer
                        upon its delivery the ownership in the Shares is
                        transferred to the Buyer.

                (c)     Seller shall provide the Buyer with the original
                        Certificate of Incorporation, Memorandum and Articles of
                        association of the Company as well as all other
                        documents, books, records belonging etc. relating to the
                        Company and the Vessel.

                (d)     The director of the Company and the Company's
                        signatories shall be replaced in accordance with Buyer's
                        instruction (including in respect to the bank accounts
                        of the Company).

                (e)     Seller assigns to Buyer the shareholder loan granted by
                        Seller to the Company (as recorded in Company's books).

                           Purchase and Sale Agreement
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                                    ARTICLE V

5.      5.1     ASSUMPTION OF OBLIGATIONS. Upon the execution of this
                Agreement and as of the effective date, Buyer assumes all
                obligations and liabilities in respect of the Shares, the
                Company and the Vessel.

        5.2     INDEMNIFICATION BY BUYER. Buyer assumes, be responsible for,
                shall pay on a current basis, and shall indemnify, save, hold
                harmless, discharge and release Seller, its respective
                affiliates, its and their successors and permitted assigns, and
                all of their respective stockholders, directors, officers,
                employees, agents, representatives (collectively, "Buyer
                Indemnified Parties") from and against any and all claims,
                costs, expenses and liabilities arising from, based upon,
                related to or associated with the Company and the Vessel.

        5.3     FURTHER ASSURANCES. Seller and Buyer shall execute, acknowledge
                and deliver or cause to be executed, acknowledged and delivered
                such instruments and take such other action as may be necessary
                or advisable to carry out their obligations under this
                Agreement.

                                   ARTICLE VI

                                  MISCELLANEOUS

6.      NOTICES. All notices and other communications which are required or
        which may be given under the provisions of this Agreement shall be in
        writing and the same shall be deemed to have been given on the same day
        if delivered in person, by overnight courier or by facsimile to the
        facsimile number herein below for the party to whom the notice is given,
        or on the third day thereafter if placed in the United States mails,
        registered or certified mail with postage prepaid and addressed to the
        party at the address hereinafter specified. The addresses and facsimile
        numbers of the Parties for all purposes under this Agreement and for all
        notices hereunder shall be:

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        If to Seller:

                  Isramco, Inc.
                  11767 Katy Freeway, Suite 711
                  Houston, Texas 77079
                  Telephone. no. 713 621-3882
                  Fax No.        713 621-3988

        If to Buyer:

                  Chesny Estates Ltd.
                  Iordansstraat 39, 2012 HA Haarlem, Holland
                  Telephone:        +31-23-5285901
                  Telecopier:       +31-23-5285902


        All such notices and communications shall be deemed to have been
        received on the date of delivery or on the third Business Day after the
        registered or certified mailing thereof.

        From time to time any party may designate another address or facsimile
        number or telephone number for all purposes of this Agreement by
        notifying the other party of such change in accordance with the
        provisions hereof.

7.      ENTIRE AGREEMENT. This Agreement constitutes the entire agreements
        between the parties with respect to the subject matter hereof and
        supersedes all prior agreements and undertakings, written and oral. No
        supplement, amendment, alteration, modification, waiver or termination
        of this Agreement shall be binding unless executed in writing by the
        parties hereto.

8.      BINDING EFFECT; BENEFITS. This Agreement shall be binding upon and inure
        to the benefit of the parties to this Agreement and their respective
        successors and permitted assigns. Nothing expressed or implied in this
        Agreement is intended to or shall be construed to give any person other
        than the parties to this Agreement or their respective successors or
        permitted assigns any legal or equitable right, remedy or claim under or
        in respect of this Agreement, it being the intention of the parties to
        this Agreement that this Agreement shall be for the sole

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        and exclusive benefit of such parties or such successor or assigns and
        for the benefit of no other person.

9.      ARTICLE AND SECTION HEADINGS. The article, section and other headings
        contained in this Agreement are for reference purposes only and shall
        not affect the meaning or interpretation of this Agreement.

10.     EXPENSES. Except as otherwise specifically provided in this Agreement,
        all fees, costs and expenses incurred by Buyer or Seller in negotiating
        this Agreement or in consummating the transactions contemplated by this
        Agreement shall be paid by the party incurring the same, including with
        limitation, legal and accounting fees, costs and expenses.

11.     GOVERNING LAW; VENUE. This Agreement and the transactions contemplated
        hereby shall be construed in accordance with, and governed by, the laws
        of the State of Texas. This Agreement is made and executed in Houston,
        Harris County, Texas and it is agreed that the courts of appropriate
        jurisdiction sitting in Houston, Harris County, Texas, shall have venue
        over any dispute arising hereunder.

12.     BINDING ARBITRATION.

        (a)     All disputes arising under this Agreement, ("Disputes") will be
                resolved as follows: first, senior management of Buyer and
                Seller will meet to attempt to resolve such Dispute. If the
                Dispute cannot be resolved by agreement of the Parties, any
                Party may at any time make a written demand for binding
                arbitration of the Dispute; provided that the foregoing shall
                not preclude equitable or other judicial relief to enforce the
                provisions hereof or to preserve the status quo pending
                resolution of Disputes; and provided further that resolution of
                Disputes with respect to claims by third Persons will be
                deferred until any judicial proceedings with respect thereto are
                concluded. The Commercial Arbitration Rules of the American
                Arbitration Association in effect on the date hereof will apply,
                and except as the applicable rules are modified by this
                Agreement, will apply. As a minimum set of rules in the

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                arbitration the Parties agree as follows:

        (b)     The arbitration will be held before a panel of three arbitrators
                consisting of one arbitrator selected by Buyer, the other
                selected by a Seller, and the third then selected by those two
                arbitrators. If the appointed arbitrators cannot agree on a
                third arbitrator within thirty (30) days of their appointment,
                the American Arbitration Association ("AAA") will appoint one.

        (c)     The Party initiating arbitration (the "Claimant") will give
                simultaneous notice (the "Demand") of its intent to arbitrate to
                the AAA and to each other Party (the "Respondent"). The Demand
                will contain a statement setting forth in reasonable detail the
                nature of the Claimant's claim, the names and addresses of all
                other Parties, the amount involved, if any, and the remedy
                sought. The Respondent will file an answering statement (the
                "Answer") within fifteen (15) days of the Demand. The Answer
                will contain a statement setting forth in reasonable detail the
                Respondent's responses and defenses to the claim. If a
                counterclaim is asserted, it will be sent with the Answer and
                will contain a statement setting forth in reasonable detail the
                nature of the counterclaim, the amount involved, if any, and the
                remedy sought. The Claimant will file a reply statement (the
                "Reply") within fifteen (15) days of the counterclaim. The Reply
                will contain a statement setting forth in reasonable detail the
                Claimant's responses and defenses to the counterclaim. If no
                Answer or Reply is given within the stated time, the claim or
                the counterclaim will be assumed to be denied. Failure to file
                an Answer or Reply will not operate to delay the arbitration.

        (d)     Unless the parties to the arbitration agree otherwise, no
                discovery will take place except as provided in this subsection.
                Not less than sixty (60) days before the date of the hearing,
                each Party shall provide to each other Party copies of all
                exhibits, affidavits and other evidence it intends to submit at
                the hearing, along with the identification of any witnesses to
                be called and a summary of anticipated testimony. Based on a
                review of the information provided, and not less than thirty
                (30) days before the date of the hearing, each Party will
                provide to each other Party copies of any additional exhibits,
                affidavits and other evidence it intends to submit at the
                hearing, along with the identification of any additional
                witnesses to be called and a summary of anticipated testimony.

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                The arbitrators will be authorized to resolve (in a manner
                consistent with this clause (3)) any disputes concerning the
                exchange of information.

        (e)     The arbitration hearing will take place no more than one hundred
                and eighty (180) days after the date of the Demand, if any.

        (f)     The arHbitrators will deliver their decision in writing within
                ten (10) days after the termination of the arbitration hearings.

        (g)     Buyer and Seller will equally bear the costs and fees of the
                arbitration. The Parties agree that a court reporter will record
                the arbitration proceedings and that the reporter's record will
                be the agreed to transcript of the proceedings. Buyer and Seller
                will share the expenses of this recorder equally.

        (h)     The arbitrators will issue a written opinion and specify the
                basis for their decision, the basis for the Damages award and a
                breakdown of the Damages awarded, and the basis of any other
                remedy. The arbitrators' decision will be considered as a final
                and binding resolution of the disagreement, will not be subject
                to appeal and may be entered as an Order in any court of
                competent jurisdiction in the United States; provided that this
                Agreement confers no power or authority upon the arbitrators to
                render any decision that is based on clearly erroneously
                findings of fact, that manifestly disregards the law, or exceeds
                of the powers of the arbitrator, and no such decision will be
                eligible for confirmation. Each Party agrees to submit to the
                jurisdiction of any such court for purposes of the enforcement
                of any such Order. No Party will sue any other Party except for
                enforcement of the arbitrator's decision if such other Party is
                not performing in accordance with the arbitrator's decision. The
                provisions of this Agreement will be binding on the arbitrators.

        (i)     Any arbitration proceeding will be conducted on a confidential
                basis.

        (j)     The arbitrators' discretion to fashion remedies hereunder will
                be no broader or narrower than the legal and equitable remedies
                available to a court, unless the Parties expressly state
                elsewhere in this Agreement that Parties will be subject to
                broader or narrower legal and equitable remedies than would be
                available under the law governing this Agreement.

        (k)     the arbitration will be conducted in Houston, Texas.

11.     SEVERABILITY. Each section, subsection and lesser section of this
        Agreement constitutes a

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        separate and distinct undertaking, covenant or provision hereof. In the
        event that any provision of this Agreement shall be determined to be
        invalid or unenforceable, such provision shall be deemed limited by
        construction in scope and effect to the minimum extent necessary to
        render the same valid and enforceable, and, in the event such a limiting
        construction is impossible, such invalid or unenforceable provision
        shall be deemed severed from this Agreement, but every other provision
        of this Agreement shall remain in full force and effect.

12.     GENDER AND NUMBER. Whenever the context requires herein, the gender and
        all words used herein shall include the masculine, feminine, and neuter,
        and the number of all words shall include the singular and the plural.

13.     PRESUMPTION CONCERNING INTERPRETATION AND CONSTRUCTION. Notwithstanding
        the fact that preliminary drafts of this Agreement were prepared by
        counsel for Seller, the parties hereto and their respective counsel have
        had opportunity to review and participate in the drafting of the final
        form of this Agreement. Accordingly, in the event of any ambiguity in
        the provisions of this Agreement, there shall be no presumption in favor
        of any party hereto with respect to the interpretation or construction
        thereof.

14.     CONSPICUOUSNESS. THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THIS
        AGREEMENT THAT ARE SET OUT IN BOLD TYPE ARE CONSPICUOUS, UNDER THE LAWS
        OF THE STATE OF TEXAS, AND THE INDEMNITY PROVISIONS HEREOF COMPLY WITH
        THE EXPRESS NEGLIGENCE RULE.

15.     SURVIVAL. Except as specifically set forth herein, the representations,
        warranties, covenants, and agreements of the parties hereto shall
        survive the execution of this Agreement.

16.     COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed in
        two or more counterparts, each of which shall be deemed an original, but
        all of which shall constitute one and the same agreement. Furthermore,
        this Agreement may be executed by the facsimile signature of any party
        hereto, it being agreed that the facsimile signature of any party hereto

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        shall be deemed an original for all purposes.

        IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be duly executed as of the date set forth above.


SELLER:  ISRAMCO, INC.
By: /s/ Haim Tsuff
Name: Haim Tsuff
Title: Chairman of the Board & CEU


BUYER:   CHESNY ESTATES LTD.
By: /s/ Gil Hod
Name: Gil Hod
Title: Director




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