cortes Vessel Partnership MOA dated 12-21-2006


     

    
      

      

    

    
 

    

      Exhibit
        10.1

      


      
        	
                MEMORANDUM
                  OF AGREEMENT

                 

                Dated:
                  21
                  December 2006

              	
                Norwegian
                  Shipbrokers Association s Memorandum of Agreement for sale and
                  purchase of
                  ships. Adopted by The Baltic and International Maritime Council
                  (BIMCO) in
                  1956

                Code-name

                SALEFORM
                  1993

                Revised
                  1966, 1983 and 1986/87.

              


      

      


      
        	
                Cortes
                  Vessel Limited Partnership, California, USA, (The General Partner
                  of which
                  is the Cortes 

              	
                1

              
	
                Vessel
                  Inc., California.)
                  hereinafter called the Sellers, have agreed to sell, and Champion
                  Shipping, 

              	 
	
                Bergen,
                  Norway or Nominee with Messrs. Champion Shipping always to guarantee
                  their
                  nominated

              	 
	
                company's
                  performance. 

              	 
	
                hereinafter
                  called the Buyers, have agreed to buy

              	
                2

              
	
                Name:
                  Mt
                  Lion

              	
                3

              
	
                Classification
                  Society/Class: DNV

              	
                4

              
	
                Built:
                  May
                  1985

              	
                By: Boelwerf
                  Temse, Belgium 

              	
                5

              
	
                Flag:
                  Liberia

              	
                Place
                  of Registration: Monrovia

              	
                6

              
	
                Call
                  Sign:

              	
                Grt/Nrt:

              	
                7

              
	
                Register
                  Number: IMO
                  NR: 8308650

              	
                8

              
	 	 
	
                hereinafter
                  called the Vessel, on the following terms and conditions:

              	
                9

              
	 	 
	
                Definitions

              	
                10

              
	 	 
	
                "Banking
                  days" are days on which banks are open both in the country of the
                  currency

              	
                11

              
	
                stipulated
                  for the Purchase Price in Clause
                  1 and
                  in the place of closing stipulated in Clause
                  8.

              	
                12

              
	 	 
	
                "In
                  writing" or "written" means a letter handed over from the Sellers
                  to the
                  Buyers or vice versa,

              	
                13

              
	
                a
                  registered letter, telex, telefax or other modern form of written
                  communication.

              	
                14

              
	 	 
	
                "Classification
                  Society" or "Class" means the Society referred to in line
                  4.

              	
                15

              
	 	 
	
                1.

              	
                Purchase
                  Price USD 10.354.000 Mio (US dollars ten million and three hundred
                  and
                  fifty four

              	
                16

              
	
                thousand).

              	 
	 	 
	
                2.

              	
                Deposit

              	
                17

              
	 	 
	
                As
                  security for the correct fulfilment of this Agreement the Buyers
                  shall pay
                  a deposit of 10 %

              	
                18

              
	
                (ten
                  per cent) of the Purchase Price within 3
                  (Three) London
                  banking
                  days from the date of both

              	
                19

              
	
                parties
                  signing this
                  

              	 
	
                Agreement
                  on
                  fax or E-Mail .
                  This deposit shall be placed with in
                  escrow with the Sellers counsel

              	
                20

              
	
                Burke
                  & Parsons, New York, and held by them in their attorney invested
                  trust
                  account pursuant to 

              	 
	
                an
                  escrow agreement among Burke & Parsons, the Sellers and the Buyers,
                  which shall provide for 

              	 
	
                release,

              	 
	
                and
                  held by them in a joint account for the Sellers and the Buyers,
                  to be
                  released in
                  accordance

              	
                21

              
	
                with
                  joint written instructions of the Sellers and the Buyers. Interest,
                  if
                  any, to be credited to the

              	
                22

              
	
                Buyers.
                  Any fee charged for holding the said deposit shall be borne equally
                  by the
                  Sellers and the

              	
                23

              
	
                Buyers.

              	
                24

              
	 	 
	
                3.

              	
                Payment

              	
                25

              
	 	 
	
                The
                  said Purchase Price shall be paid in full free of bank charges
                  to
                  The
                  Sellers' nominated Bank

              	
                26

              
	
                on
                  delivery of the Vessel, but not later than 3 banking days after
                  the Vessel
                  is in every respect

              	
                27

              
	
                physically
                  ready for delivery in accordance with the terms and conditions
                  of this
                  Agreement and

              	
                28

              
	
                Notice
                  of Readiness has been given in accordance with Clause
                  5.

              	
                29

              
	 	 
	
                4.

              	
                Inspections

              	
                30

              
	
                a)*

              	
                The
                  Buyers have inspected and accepted the Vessel's classification
                  records.
                  The Buyers

              	
                31

              
	 	
                have
                  also Physically
                  inspected
                  the Vessel at/in New
                  Orleans, USA
                  on
                  16-17th
                  December 2006

              	
                32

              
	 	
                and
                  have accepted the Vessel following this inspection and the sale
                  is
                  outright and definite,

              	
                33

              
	 	
                subject
                  only to the terms and conditions of this Agreement.and
                  repair of shaft generator to be in

              	
                34

              
	 	
                good
                  working condition in accordance to the Vessel s technical specification.
                  (See clauses 

              	 
	 	
                11
                  and 19).

              	 
	 	 	 
	
                b)*

              	
                The
                  Buyers shall have the right to inspect the Vessel's classification
                  records
                  and declare

              	
                35

              
	 	
                whether
                  same are accepted or not within

              	
                36

              
	 	
                The
                  Sellers shall provide for inspection of the Vessel
                  at/in

              	
                37

              
	 	
                The
                  Buyers shall undertake the inspection without undue delay to the
                  Vessel.
                  Should the

              	
                38

              
	 	
                Buyers
                  cause undue delay they shall compensate the Sellers for the losses
                  thereby
                  incurred.

              	
                39

              
	 	
                The
                  Buyers shall inspect the Vessel without opening up and without
                  cost to the
                  Sellers.

              	
                40

              
	 	
                During
                  the inspection, the Vessel's deck and engine log books shall be
                  made
                  available for

              	
                41

              
	 	
                examination
                  by the Buyers. If the Vessel is accepted after such inspection,
                  the sale
                  shall

              	
                42

              
	 	
                become
                  outright and definite, subject only to the terms and conditions
                  of this
                  Agreement,

              	
                43

              
	 	
                provided
                  the Sellers receive written notice of acceptance from the Buyers
                  within 72
                  hours

              	
                44

              
	 	
                after
                  completion of such inspection.

              	
                45

              
	 	
                Should
                  notice of acceptance of the Vessel's classification records and
                  of the
                  Vessel not be

              	
                46

              
	 	
                received
                  by the Sellers as aforesaid, the deposit together with interest
                  earned
                  shall be

              	
                47

              
	 	
                released
                  immediately to the Buyers, whereafter this Agreement shall be null
                  and
                  void.

              	
                48

              
	 	 	 
	
                *

              	
                4
                  a) and 4b) are alternatives; delete whichever is not applicable.
                  In the
                  absence of deletions,

              	
                49

              
	 	
                alternative
                  4a) to apply.

              	
                50

              
	 	 	 
	
                5.

              	
                Notices,
                  time and place of delivery

              	
                51

              
	 	 	 
	
                a)

              	
                The
                  Sellers shall keep the Buyers well informed of the Vessel's itinerary
                  and
                  shall

              	
                52

              
	 	
                provide
                  the Buyers with 15,
                  7,
                  and 3days
                  notice of the estimated time of arrival at the

              	
                53

              
	 	
                intended
                  place of drydocking/underwater
                  inspection/delivery.
                  When the Vessel is at the place

              	
                54

              
	 	
                of
                  delivery and in every respect physically ready for delivery in
                  accordance
                  with this

              	
                55

              
	 	
                Agreement,
                  the Sellers shall give the Buyers a written Notice of Readiness
                  for
                  delivery.

              	
                56

              
	 	 	 
	
                b)

              	
                The
                  Vessel shall be delivered and taken over safely afloat free
                  of charter at
                  a safe and

              	
                57

              
	 	
                accessible
                  berth or

              	 
	 	
                anchorage
                  at/in upon
                  completion of upcoming voyage USG to China/Spore Range at a safe
                  

              	
                58

              
	 	
                berth
                  or anchorage in a safe port in China Range intention Tianjan or
                  Singapore
                  during 15 

              	 
	 	
                February
                  - 10 March 2007

              	 
	 	
                in
                  the Sellers' option.

              	
                59

              
	 	 	 
	 	
                Expected
                  time of delivery: 15
                  Feb - 10 March 2007

              	
                60

              
	 	 	 
	 	
                Date
                  of cancelling (see Clauses
                  5 c),
                  6
                  b) (iii)and
                  14):
                  10
                  March 2007

              	
                61

              
	 	 	 
	
                c)

              	
                If
                  the Sellers anticipate that, notwithstanding the exercise of due
                  diligence
                  by them, the

              	
                62

              
	 	
                Vessel
                  will not be ready for delivery by the cancelling date they may
                  notify the
                  Buyers in

              	
                63

              
	 	
                writing
                  stating the date when they anticipate that the Vessel will be ready
                  for
                  delivery and

              	
                64

              
	 	
                propose
                  a new cancelling date. Upon receipt of such notification the Buyers
                  shall
                  have the

              	
                65

              
	 	
                option
                  of either cancelling this Agreement in accordance with Clause
                  14 within
                  7 running

              	
                66

              
	 	
                days
                  of receipt of the notice or of accepting the new date as the new
                  cancelling date. If the

              	
                67

              
	 	
                Buyers
                  have not declared their option within 7 running days of receipt
                  of the
                  Sellers'

              	
                68

              
	 	
                notification
                  or if the Buyers accept the new date, the date proposed in the
                  Sellers'
                  notification

              	
                69

              
	 	
                shall
                  be deemed to be the new cancelling date and shall be substituted
                  for the
                  cancelling

              	
                70

              
	 	
                date
                  stipulated in line
                  61.

              	
                71

              
	 	 	 
	 	
                If
                  this Agreement is maintained with the new cancelling date all other
                  terms
                  and conditions

              	
                72

              
	 	
                hereof
                  including those contained in Clauses 5
                  a)
                  and
                  5
                  c)
                  shall
                  remain unaltered and in full

              	
                73

              
	 	
                force
                  and effect. Cancellation or failure to cancel shall be entirely
                  without
                  prejudice to any

              	
                74

              
	 	
                claim
                  for damages the Buyers may have under Clause
                  14 for
                  the Vessel not being ready by

              	
                75

              
	 	
                the
                  original cancelling date.

              	
                76

              
	 	 	 
	
                d)

              	
                Should
                  the Vessel become an actual, constructive or compromised total
                  loss before
                  delivery

              	
                77

              
	 	
                the
                  deposit together with interest earned shall be released immediately
                  to the
                  Buyers

              	
                78

              
	 	
                whereafter
                  this Agreement shall be null and void.

              	
                79

              
	 	 	 
	
                6.

              	
                Drydocking/Divers
                  Inspection

              	
                80

              
	 	 	 
	
                a)**

              	
                The
                  Sellers shall place the Vessel in drydock at the port of delivery
                  for
                  inspection by the

              	
                81

              
	 	
                Classification
                  Society of the Vessel's underwater parts below the deepest load
                  line,
                  the

              	
                82

              
	 	
                extent
                  of the inspection being in accordance with the Classification Society's
                  rules. If the

              	
                83

              
	 	
                rudder,
                  propeller, bottom or other underwater parts below the deepest load
                  line
                  are found

              	
                84

              
	 	
                broken,
                  damaged or defective so as to affect the Vessel's class, such defects
                  shall be made

              	
                85

              
	 	
                good
                  at the Sellers' expense to the satisfaction of the Classification
                  Society
                  without

              	
                86

              
	 	
                condition/recommendation*.

              	
                87

              
	 	 	 
	
                b)**

              	
                (i)
                  The Vessel is to be delivered without drydocking. However, the
                  Buyers
                  shall

              	
                88

              
	 	
                have
                  the right at their expense to arrange for an underwater inspection
                  by a
                  diver approved

              	
                89

              
	 	
                by
                  the Classification Society of
                  the underwater parts of the Vessel prior
                  to the delivery of the

              	
                90

              
	 	
                Vessel.Alternatively
                  such Divers Inspection if at all possible to take place upon passing
                  

              	 
	 	
                Panama
                  Outbound .
                  

              	 
	 	 	 
	 	
                Actual
                  cost for the Buyers account but the Sellers to allow the Buyers
                  up to max.
                  6 hours of

              	 
	 	
                daylight
                  time to perform such inspection. Inspection if at all possible
                  to take
                  place at 

              	 
	 	
                Christobal
                  where P.T. 1-2 days waiting time for Transit i.e there should be
                  no lost
                  time. 

              	 
	 	 	 
	 	
                If
                  such option is delared the Sellers to confirm in writing that the
                  Vessel
                  has not touched 

              	 
	 	
                bottom
                  or caused any damage to underwater parts after such diver s inspection
                  carried out 

              	 
	 	
                until
                  place of delivery. 

              	 
	 	 	 
	 	
                If
                  any damage is found to Rudder, Propeller, Bottom or other Underwater
                  Parts
                  which 

              	 
	 	
                affects
                  the Vessel s clean certificate of class, but which in the opinion
                  of the
                  Class 

              	 
	 	
                Surveyour
                  present, does not affect the Vessel s ability to trade until at
                  least next
                  scheduled 

              	 
	 	
                Drydocking,
                  then the Buyers and the Sellers shall agree an amount of compensation
                  to
                  be 

              	 
	 	
                deducted
                  from the Purchase Price, and the Buyers shall accept delivery of
                  the
                  Vessel 

              	 
	 	
                including
                  recommendations. 

              	 
	 	 	 
	 	
                The
                  Buyers have agreed to accept the Vessel with the conditions referred
                  to in
                  the DNV 

              	 
	 	
                Memo
                  dated 18th July 2006, and such conditions shall therefore not be
                  deemed
                  grounds for 

              	 
	 	
                the
                  Buyers to reject the Vessel or require remediation by the Sellers.
                  

              	 
	 	
                If
                  the Sellers and the Buyers cannot agree a compensation figure within
                  1
                  (one) working 

              	 
	 	
                day,
                  then the figure to apply is to be the average of quotes for estimated
                  costs of Repairs 

              	 
	 	
                obtained
                  from two (2) Reputable Shipyards at the port of delivery or nearby,
                  one
                  (1) to be 

              	 
	 	
                selected
                  by the Buyers and one (1) to be selected by the Sellers.
                  

              	 
	 	 	 
	 	
                If
                  any damage is found to Rudder, Propeller, Bottom or other Underwater
                  Parts
                  which 

              	 
	 	
                affects
                  the Vessel s Clean Certificate of Class and cannot be postponed
                  until the
                  next 

              	 
	 	
                Docking
                  as decided by the Vessel s Classification Society, then usual Drydocking
                  clause to 

              	 
	 	
                apply
                  as per NSF 93.

              	 
	 	 	 
	 	
                The
                  Sellers shall at their 

              	 
	 	
                cost
                  make the Vessel available for such inspection. The extent of the
                  inspection and the

              	
                91

              
	 	
                conditions
                  under which it is performed shall be to the satisfaction of the
                  Classification

              	
                92

              
	 	
                Society.
                  If the conditions at the port of delivery are unsuitable for such
                  inspection, the

              	
                93

              
	 	
                Sellers
                  shall make the Vessel available at a suitable alternative place
                  near to
                  the delivery

              	
                94

              
	 	
                port.

              	
                95

              
	 	 	 
	 	
                (ii)
                  If the rudder, propeller, bottom or other underwater parts below
                  the
                  deepest load line

              	
                96

              
	 	
                are
                  found broken, damaged or defective so as to affect the Vessel's
                  class,
                  then unless

              	
                97

              
	 	
                repairs
                  can be carried out afloat to the satisfaction of the Classification
                  Society, the Sellers

              	
                98

              
	 	
                shall
                  arrange for the Vessel to be drydocked at their expense for inspection
                  by
                  the

              	
                99

              
	 	
                Classification
                  Society of the Vessel's underwater parts below the deepest load
                  line,
                  the

              	
                100

              
	 	
                extent
                  of the inspection being in accordance with the Classification Society's
                  rules. If the

              	
                101

              
	 	
                rudder,
                  propeller, bottom or other underwater parts below the deepest load
                  line
                  are found

              	
                102

              
	 	
                broken,
                  damaged or defective so as to affect the Vessel's class, such defects
                  shall be made

              	
                103

              
	 	
                good
                  by the Sellers at their expense to the satisfaction of the Classification
                  Society

              	
                104

              
	 	
                without
                  condition/recommendation*. In such event the Sellers are to pay
                  also for
                  the cost of

              	
                105

              
	 	
                the
                  underwater inspection and the Classification Society's
                  attendance.

              	
                106

              
	 	 	 
	 	
                (iii)
                  If the Vessel is to be drydocked pursuant to Clause
                  6 b)
                  (ii)
                  and
                  no suitable dry-

              	
                107

              
	 	
                docking
                  facilities are available at the port of delivery, the Sellers shall
                  take
                  the Vessel

              	
                108

              
	 	
                to
                  a port where suitable drydocking facilities are available, whether
                  within
                  or outside the

              	
                109

              
	 	
                delivery
                  range as per Clause
                  5 b).
                  Once drydocking has taken place the Sellers shall deliver

              	
                110

              
	 	
                the
                  Vessel at a port within the delivery range as per Clause
                  5 b)
                  which
                  shall, for the

              	
                111

              


      

      


      
        	 	
                purpose
                  of this Clause, become the new port of delivery. In such event
                  the
                  cancelling date

              	
                112

              
	 	
                provided
                  for in Clause
                  5 b))
                  shall be extended by the additional time required for the

              	
                113

              
	 	
                drydocking
                  and extra steaming, but limited to a maximum of 14 running
                  days.

              	
                114

              
	 	 	 
	
                c)

              	
                If
                  the Vessel is drydocked pursuant to Clause 6
                  a)
                  or
                  6
                  b)
                  above

              	
                115

              
	 	 	 
	 	
                (i) the
                  Classification Society may require survey of the tailshaft system,
                  the
                  extent of

              	
                116

              
	 	
                the
                  survey being to the satisfaction of the Classification surveyor.
                  If such
                  survey is not

              	
                117

              
	 	
                required
                  by the Classification Society, the Buyers shall have the right
                  to require
                  the tailshaft

              	
                118

              
	 	
                to
                  be drawn and surveyed by the Classification Society, the extent
                  of the
                  survey being in

              	
                119

              
	 	
                accordance
                  with the Classification Society's rules for tailshaft survey and
                  consistent with

              	
                120

              
	 	
                the
                  current stage of the Vessel's survey cycle. The Buyers shall declare
                  whether they

              	
                121

              
	 	
                require
                  the tailshaft to be drawn and surveyed not later than by the completion
                  of
                  the

              	
                122

              
	 	
                inspection
                  by the Classification Society. The drawing and refitting of the
                  tailshaft
                  shall be

              	
                123

              
	 	
                arranged
                  by the Sellers. Should any parts of the tailshaft system be condemned
                  or
                  found

              	
                124

              
	 	
                defective
                  so as to affect the Vessel's class, those parts shall be renewed
                  or made
                  good at

              	
                125

              
	 	
                the
                  Sellers' expense to the satisfaction of the Classification Society
                  without

              	
                126

              
	 	
                condition/recommendation*.

              	
                127

              
	 	 	 
	 	
                (ii) the
                  expenses relating to the survey of the tailshaft system shall be
                  borne

              	
                128

              
	 	
                by
                  the Buyers unless the Classification Society requires such survey
                  to be
                  carried out, in

              	
                129

              
	 	
                which
                  case the Sellers shall pay these expenses. The Sellers shall also
                  pay the
                  expenses

              	
                130

              
	 	
                if
                  the Buyers require the survey and parts of the system are condemned
                  or
                  found defective

              	
                131

              
	 	
                or
                  broken so as to affect the Vessel's class*.

              	
                132

              
	 	 	 
	 	
                (iii) the
                  expenses in connection with putting the Vessel in and taking her
                  out
                  of

              	
                133

              
	 	
                drydock,
                  including the drydock dues and the Classification Society's fees
                  shall be
                  paid by

              	
                134

              
	 	
                the
                  Sellers if the Classification Society issues any condition/recommendation*
                  as a result

              	
                135

              
	 	
                of
                  the survey or if it requires survey of the tailshaft system. In
                  all other
                  cases the Buyers

              	
                136

              
	 	
                shall
                  pay the aforesaid expenses, dues and fees.

              	
                137

              
	 	 	 
	 	
                (iv) the
                  Buyers' representative shall have the right to be present in the
                  drydock,
                  but

              	
                138

              
	 	
                without
                  interfering with the work or decisions of the Classification
                  surveyor.

              	
                139

              
	 	 	 
	 	
                (v) the
                  Buyers shall have the right to have the underwater parts of the
                  Vessel

              	
                140

              
	 	
                cleaned
                  and painted at their risk and expense without interfering with
                  the
                  Sellers' or the

              	
                141

              
	 	
                Classification
                  surveyor's work, if any, and without affecting the Vessel's timely
                  delivery. If,

              	
                142

              
	 	
                however,
                  the Buyers' work in drydock is still in progress when the Sellers
                  have

              	
                143

              
	 	
                completed
                  the work which the Sellers are required to do, the additional docking
                  time

              	
                144

              
	 	
                needed
                  to complete the Buyers' work shall be for the Buyers' risk and
                  expense. In
                  the event

              	
                145

              
	 	
                that
                  the Buyers' work requires such additional time, the Sellers may
                  upon
                  completion of the

              	
                146

              
	 	
                Sellers'
                  work tender Notice of Readiness for delivery whilst the Vessel
                  is still in
                  drydock

              	
                147

              
	 	
                and
                  the Buyers shall be obliged to take delivery in accordance with
                  Clause
                  3,
                  whether

              	
                148

              
	 	
                the
                  Vessel is in drydock or not and irrespective of Clause
                  5 b).

              	
                149

              
	 	 	 
	
                *

              	
                Notes,
                  if any, in the surveyor's report which are accepted by the Classification
                  Society

              	
                150

              
	 	
                without
                  condition/recommendation are not to be taken into account.

              	
                151

              
	 	 	 
	
                **

              	
                6
                  a) and 6 b) are alternatives; delete whichever is not applicable.
                  In the
                  absence of deletions,

              	
                152

              
	 	
                alternative
                  6 a) to apply.

              	
                153

              
	 	 	 
	
                7.

              	
                Spares/bunkers,
                  etc.

              	
                154

              
	 	 	 
	
                The
                  Sellers shall deliver the Vessel to the Buyers with everything
                  belonging
                  to her on board and on

              	
                155

              
	
                Shore
                  and
                  on order.
                  All spare parts and spare equipment including spare tail-end shaft(s)
                  

              	 
	
                and/or
                  spare

              	
                156

              
	
                propeller(s)/propeller
                  blade(s), if any, belonging to the Vessel at the time of inspection
                  used
                  or

              	
                157

              
	
                unused,
                  whether on board or not shall become the Buyers' property,
                  but
                  spares on order are to be

              	
                158

              
	
                excluded.
                  Forwarding
                  charges, if any, shall be for the Buyers' account. The Sellers
                  are not
                  required to

              	
                159

              
	
                replace
                  spare parts including spare tail - end shaft(s) and spare
                  propeller(s)/propeller blade(s) which

              	
                160

              
	
                are
                  taken out of spare and used as replacement prior to delivery, but
                  the
                  replaced items shall be the

              	
                161

              
	
                property
                  of the Buyers. The radio installation and all
                  safety wireless navigational
                  equipment shall be 

              	 
	
                included
                  in the sale

              	
                162

              
	
                without
                  extra payment if they are the property of the Sellers. Unused stores
                  and
                  provisions shall be

              	
                163

              
	
                included
                  in the sale and be taken over by the Buyers without extra
                  payment.

              	
                164

              
	 	 
	
                The
                  Sellers have the right to take ashore crockery, plates, cutlery,
                  linen and
                  other articles bearing the

              	
                165

              
	
                Sellers'
                  flag or name, provided they replace same with similar unmarked
                  items.
                  Library, forms, etc.,

              	
                166

              
	
                exclusively
                  for use in the Sellers' vessel(s), shall be excluded without compensation.
                  Captain's,

              	
                167

              
	
                Officers'
                  and Crew's personal belongings including the slop chest are to
                  be excluded
                  from the sale,

              	
                168

              


      

      


      
        	
                as
                  well as the following additional items (including items on hire):
                  -
                  Gas Bottles and Videos.

              	
                169

              
	 	 
	
                The
                  Buyers shall take over the remaining bunkers and unused lubricating
                  oils
                  in storage
                  tanks and

              	
                170

              
	
                sealed
                  and
                  unbroached drums
                  and pay for
                  same based on the
                  Sellers
                  current
                  net
                  invoice
                  cost 

              	 
	
                market
                  price (excluding
                  barging expenses) at the port and date

              	
                171

              
	
                of
                  delivery of the Vessel.

              	
                172

              
	
                Payment
                  under this Clause shall be made at the same time and place and
                  in the same
                  currency as

              	
                173

              
	
                the
                  Purchase Price.

              	
                174

              
	 	 
	
                8.

              	
                Documentation

              	
                175

              
	 	 
	
                The
                  place of closing: Oslo,
                  Norway.

              	
                176

              
	 	 
	
                In
                  exchange for payment of the Purchase Price the Sellers shall furnish
                  the
                  Buyers with delivery

              	
                177

              
	
                documents,
                  namely:

              	
                178

              
	 	 
	
                a)

              	
                Legal
                  Bill of Sale in a form recordable in Norway
                  to NIS Flag
                  (the country in which the Buyers are

              	
                179

              
	 	
                to
                  register the Vessel), warranting that the Vessel is free from all
                  encumbrances, mortgages

              	
                180

              
	 	
                and
                  maritime liens or any other debts or claims whatsoever, duly notarially
                  attested and

              	
                181

              
	 	
                legalized
                  by the consul of such country or other competent
                  authority.

              	
                182

              
	 	 	 
	
                b)

              	
                Current
                  Certificate of Ownership issued by the competent authorities of
                  the flag
                  state of

              	
                183

              
	 	
                the
                  Vessel.

              	
                184

              
	 	 	 
	
                c)

              	
                Confirmation
                  of Class issued within 72 hours prior to delivery.

              	
                185

              
	 	 	 
	
                d)

              	
                Current
                  Certificate issued by the competent authorities stating that the
                  Vessel is
                  free from

              	
                186

              
	 	
                registered
                  encumbrances.

              	
                187

              
	 	 	 
	
                e)

              	
                Certificate
                  of Deletion of the Vessel from the Vessel's registry or other official
                  evidence of

              	
                188

              
	 	
                deletion
                  appropriate to the Vessel's registry at the time of delivery, or,
                  in the
                  event that the

              	
                189

              
	 	
                registry
                  does not as a matter of practice issue such documentation immediately,
                  a
                  written

              	
                190

              
	 	
                undertaking
                  by the Sellers to effect deletion from the Vessel's registry forthwith
                  and
                  furnish a

              	
                191

              
	 	
                Certificate
                  or other official evidence of deletion to the Buyers promptly and
                  latest
                  within 4

              	
                192

              
	 	
                (four)
                  weeks after the Purchase Price has been paid and the Vessel has
                  been
                  delivered.

              	
                193

              
	 	 	 
	
                f)

              	
                Any
                  such additional documents as may reasonably be required by the
                  competent
                  authorities

              	
                194

              
	 	
                for
                  the purpose of registering the Vessel, provided the Buyers notify
                  the
                  Sellers of any such

              	
                195

              
	 	
                documents
                  as soon as possible after the date of this Agreement.

              	
                196

              
	 	 	 
	
                At
                  the time of delivery the Buyers and Sellers shall sign and deliver
                  to each
                  other a Protocol of

              	
                197

              
	
                Delivery
                  and Acceptance confirming the date and time of delivery of the
                  Vessel from
                  the Sellers to the

              	
                198

              
	
                Buyers.

              	
                199

              
	 	 
	
                At
                  the time of delivery the Sellers shall hand to the Buyers the
                  classification certificate(s) as well as all

              	
                200

              
	
                plans
                  etc., which are on board the Vessel. Other certificates which are
                  on board
                  the Vessel shall also

              	
                201

              
	
                be
                  handed over to the Buyers unless the Sellers are required to retain
                  same,
                  in which case the

              	
                202

              
	
                Buyers
                  to have the right to take copies. Other technical documentation
                  which
                  may

              	
                203

              
	
                be
                  in the Sellers' possession shall be promptly forwarded to the Buyers
                  at
                  their expense, if they so

              	
                204

              
	
                request.
                  The Sellers may keep the Vessel's log books but the Buyers to have
                  the
                  right to take

              	
                205

              
	
                copies
                  of same. The
                  Sellers will hand over at time of Delivery all Manuals/Plans and
                  Drawings
                  

              	
                206

              
	
                onboard
                  and ashore. Prior to delivery if required by the Buyers the Sellers
                  are to
                  provide Buyers 

              	 
	
                with
                  copies of Main Plan/Manuals/Drawings. As well as copy of all Safety
                  Certificates including 

              	 
	
                attachments
                  (Form B, etc ) with cost of Copying/Forwarding for the Sellers
                  account
                  

              	 
	 	 
	
                9.

              	
                Encumbrances

              	
                207

              
	 	 
	
                The
                  Sellers warrant that the Vessel, at the time of delivery, is free
                  from all
                  charters, encumbrances,

              	
                208

              
	
                mortgages
                  and maritime liens or any other debts whatsoever. The Sellers hereby
                  undertake

              	
                209

              
	
                to
                  indemnify the Buyers against all consequences of claims made against
                  the
                  Vessel which have

              	
                210

              
	
                been
                  incurred prior to the time of delivery.

              	
                211

              
	 	 
	
                10.

              	
                Taxes,
                  etc.

              	
                212

              
	 	 	 
	
                Any
                  taxes, fees and expenses in connection with the purchase and registration
                  under the Buyers' flag

              	
                213

              
	
                shall
                  be for the Buyers' account, whereas similar charges in connection
                  with the
                  closing of the Sellers'

              	
                214

              


      

      


      
        	
                register
                  shall be for the Sellers' account.

              	
                215

              
	 	 
	
                11.

              	
                Condition
                  on delivery (See
                  Clauses 19 and 20)

              	
                216

              
	 	 	 
	
                The
                  Vessel with everything belonging to her shall be at the Sellers'
                  risk and
                  expense until she is

              	
                217

              
	
                delivered
                  to the Buyers, but subject to the terms and conditions of this
                  Agreement
                  she shall be

              	
                218

              
	
                delivered
                  and taken over as she was at the time of inspection, fair wear
                  and tear
                  excepted.

              	
                219

              
	
                However,
                  the Vessel shall be delivered with her class maintained without
                  condition/recommendation*,

              	 
	
                Other
                  than the recommendation as per DNV memo of July 18th
                  2006.

              	
                220

              
	
                free
                  of average damage affecting the Vessel's class, and with her
                  classification certificates and

              	
                221

              
	
                national
                  certificates, as well as all other certificates the Vessel had
                  at the time
                  of inspection, valid and

              	
                222

              
	
                unextended
                  without condition/recommendation* by Class or the relevant authorities
                  at
                  the time of

              	
                223

              
	
                delivery.

              	
                224

              
	
                "Inspection"
                  in this Clause 11, shall mean the Buyers' inspection according
                  to Clause
                  4
                  a) or
                  4
                  b),
                  if

              	
                225

              
	
                applicable,
                  or the Buyers' inspection prior to the signing of this Agreement.
                  If the
                  Vessel is taken over

              	
                226

              
	
                without
                  inspection, the date of this Agreement shall be the relevant
                  date.

              	
                227

              
	 	 
	
                *

              	
                Notes,
                  if any, in the surveyor's report which are accepted by the Classification
                  Society

              	
                228

              
	 	
                without
                  condition/recommendation are not to be taken into account.

              	
                229

              
	 	 
	
                12.

              	
                Name/markings

              	
                230

              
	 	 
	
                Upon
                  delivery the Buyers undertake to change the name of the Vessel
                  and alter
                  funnel markings.

              	
                231

              
	 	 
	
                13.

              	
                Buyers'
                  default

              	
                232

              
	 	 
	
                Should
                  the deposit not be paid in accordance with Clause
                  2,
                  the Sellers have the right to cancel this

              	
                233

              
	
                Agreement,
                  and they shall be entitled to claim compensation for their losses
                  and for
                  all expenses

              	
                234

              
	
                incurred
                  together with interest.

              	
                235

              
	
                Should
                  the Purchase Price not be paid in accordance with Clause
                  3,
                  the Sellers have the right to

              	
                236

              
	
                cancel
                  the Agreement, in which case the deposit together with interest
                  earned
                  shall be released to the

              	
                237

              
	
                Sellers.
                  If the deposit does not cover their loss, the Sellers shall be
                  entitled to
                  claim further

              	
                238

              
	
                compensation
                  for their losses and for all expenses incurred together with
                  interest.

              	
                239

              
	 	 
	
                14.

              	
                Sellers'
                  default

              	
                240

              
	 	 	 
	
                Should
                  the Sellers fail to give Notice of Readiness in accordance with
                  Clause
                  5
                  a)or
                  fail to be ready

              	
                241

              
	
                to
                  validly complete a legal transfer by the date stipulated in line
                  61 the
                  Buyers shall have

              	
                242

              
	
                the
                  option of cancelling this Agreement provided always that the Sellers
                  shall
                  be granted a

              	
                243

              
	
                maximum
                  of 3 banking days after Notice of Readiness has been given to make
                  arrangements

              	
                244

              
	
                for
                  the documentation set out in Clause
                  8.
                  If after Notice of Readiness has been given but before

              	
                245

              
	
                the
                  Buyers have taken delivery, the Vessel ceases to be physically
                  ready for
                  delivery and is not

              	
                246

              
	
                made
                  physically ready again in every respect by the date stipulated
                  in
                  line
                  61 and
                  new Notice of

              	
                247

              
	
                Readiness
                  given, the Buyers shall retain their option to cancel. In the event
                  that
                  the Buyers elect

              	
                248

              
	
                to
                  cancel this Agreement the deposit together with interest earned
                  shall be
                  released to them

              	
                249

              
	
                immediately.

              	
                250

              
	
                Should
                  the Sellers fail to give Notice of Readiness by the date stipulated
                  in
                  line
                  61 or
                  fail to be ready

              	
                251

              
	
                to
                  validly complete a legal transfer as aforesaid they shall make
                  due
                  compensation to the Buyers for

              	
                252

              
	
                their
                  loss and for all expenses together with interest if their failure
                  is due
                  to proven

              	
                253

              
	
                negligence
                  and whether or not the Buyers cancel this Agreement.

              	
                254

              
	 	 
	
                15.

              	
                Buyers'
                  representatives

              	
                255

              
	 	 	 
	
                After
                  this Agreement has been signed by both parties and the deposit
                  has been
                  lodged, the Buyers

              	
                256

              
	
                have
                  the right to place two representatives on board the Vessel at their
                  sole
                  risk and expense upon

              	
                257

              
	
                arrival
                  at Intention
                  upon passing Panama Outbound on
                  or about

              	
                258

              
	
                These
                  representatives are on board for the purpose of familiarisation
                  and in the
                  capacity of

              	
                259

              
	
                observers
                  only, and they shall not interfere in any respect with the operation
                  of
                  the Vessel. The

              	
                260

              
	
                Buyers'
                  representatives shall sign the Sellers' letter of indemnity prior
                  to their
                  embarkation.

              	
                261

              
	 	 
	
                16.

              	
                Arbitration

              	
                262

              
	 	 	 
	
                a)*

              	
                This
                  Agreement shall be governed by and construed in accordance with
                  English
                  law and

              	
                263

              
	 	
                any
                  dispute arising out of this Agreement shall be referred to arbitration
                  in
                  London in

              	
                264

              
	 	
                accordance
                  with the Arbitration Acts 1950 and 1979 or any statutory modification
                  or

              	
                265

              
	 	
                re-enactment
                  thereof for the time being in force, one arbitrator being appointed
                  by
                  each

              	
                266

              
	 	
                party.
                  On the receipt by one party of the nomination in writing of the
                  other
                  party's arbitrator,

              	
                267

              
	 	
                that
                  party shall appoint their arbitrator within fourteen days, failing
                  which
                  the decision of the

              	
                268

              
	 	
                single
                  arbitrator appointed shall apply. If two arbitrators properly appointed
                  shall not agree

              	
                269

              
	 	
                they
                  shall appoint an umpire whose decision shall be final.

              	
                270

              
	 	 	 
	
                b)*

              	
                This
                  Agreement shall be governed by and construed in accordance with
                  Title 9 of
                  the

              	
                271

              
	 	
                United
                  States Code and the Law of the State of New York and should any
                  dispute
                  arise out of

              	
                272

              
	 	
                this
                  Agreement, the matter in dispute shall be referred to three persons
                  at New
                  York, one to

              	
                273

              
	 	
                be
                  appointed by each of the parties hereto, and the third by the two
                  so
                  chosen; their

              	
                274

              
	 	
                decision
                  or that of any two of them shall be final, and for purpose of enforcing
                  any award, this

              	
                275

              
	 	
                Agreement
                  may be made a rule of the Court.

              	
                276

              
	 	
                The
                  proceedings shall be conducted in accordance with the rules of
                  the Society
                  of Maritime

              	
                277

              
	 	
                Arbitrators,
                  Inc. New York.

              	
                278

              
	 	 	 
	
                c)*

              	
                Any
                  dispute arising out of this Agreement shall be referred to arbitration
                  at

              	
                279

              
	 	
                ,
                  subject to the procedures applicable there.

              	
                280

              
	 	
                The
                  laws of      
                  shall govern this Agreement.

              	
                281

              
	 	 	 
	
                *

              	
                16
                  a), 16 b) and 16 c) are alternatives; delete whichever is not applicable.
                  In the absence of

              	
                282

              
	 	
                deletions,
                  alternative 16 a) to apply.

              	
                283

              
	 	 	 
	
                17.

              	
                To
                  the best of the Sellers knowledge, the Vessel is not boycotted
                  by the Arab
                  Boycott League,

              	 
	
                Damascus.

              	 
	 	 	 
	
                18.

              	
                This
                  Sale/Negotiation shall be kept strictly private and confidential
                  by all
                  parties concerned.

              	 
	 	 	 
	
                19.

              	
                The
                  Vessel to be delivered with next special survey due not earlier
                  than 1
                  May, 2007.

              	 
	 	 	 
	
                20.

              	
                The
                  Vessel to be delivered with all Cargo Tanks Cleaned and free for
                  Man
                  entry. The Vessel to be

              
	
                delivered
                  free of slops.

              	 
	 	 	 
	
                21.

              	
                Cortes
                  Vessel Limited Partnership by its general partner Cortes Vessel,
                  Inc.

              	 


      

      


      


      
        	
                The
                  Sellers:

              	
                The
                  Buyers: 

              
	 	 
	 	 
	
                ____________

              	
                ___________
                  

              
	
                Name:

              	
                Name:
                  

              
	
                Title:

              	
                Title:

              


      

      


      This
        document is a computer generated SALEFORM 1993 form printed by authority
        of the
        Norwegian Shipbrokers Association. Any insertion or deletion to the form
        must be
        clearly visible. In the event of any modification made to the pre-printed
        text
        of this document which is not clearly visible, the text of the original approved
        document shall apply. BIMCO and the Norwegian Shipbrokers Association assume
        no
        responsibility for any loss, damage or expense as a result of discrepancies
        between the original approved document and this computer generated
        document.
.