Unassociated Document


    
      
        

      

    

    EXHIBIT
      10.6

    


    


    


    MEMORANDUM
      OF AGREEMENT

     

    
      
        	
                Norwegian
                  Shipbroker’s 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

              


      

       

    

    Dated: 
      24 February 2006

    


    Dale
      Limited of Douglas, Isle of Man hereinafter called the Sellers, have agreed
      to
      sell, and Blackfriars Bridge Ltd, hereinafter called the Buyers, have agreed
      to
      buy

    


    Name:
      M/V
“DOROTHEA SCHULTE” to be renamed M/V “Blackfriars Bridge”

    Classification
      Society/Class: GL + 100 A5E L.G.T. Liquefied Gas tanker Type 2G +MCE AUT
      INERT4

    


    
      	
              Built: 
                1981

            	
              By: 
                Meyer Werft, Papenburg

            
	 	 
	
              Flag: 
                Isle of Man

            	
              Place
                of Registration:  Douglas

            
	 	 
	
              Call
                Sign:  VSPU5

            	
              Grt/Nrt: 
                4884/1465

            
	 	 
	
              IMO
                Number:  80022664     

            	 


    

    


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

    


    Definitions

    


    "Banking
      days" are days on which banks are open both in the country of the currency
      stipulated for the Purchase Price in Clause 1 and in the place of closing
      stipulated in Clause 8.

    


    "In
      writing" or "written" means a letter handed over from the Sellers to the Buyers
      or vice versa, a registered letter, telex, telefax or other modern form of
      written communication.

    


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

    


    
      	
              1.

            	
              Purchase
                Price 

            


    

    


    USD
      5,500,000.00 (five million five hundred thousand) including 1% broker commission
      to Inge Steensland paid by the sellers.

    


    
      	
              2.

            	
              Deposit

            


    

    


    As
      security for the correct fulfilment of this Agreement the Buyers shall pay
      a
      deposit of 10 % (ten per cent) of the Purchase Price within three (3) London
      banking days from the date of this Agreement has been signed by fax by both
      parties. This deposit shall be placed with Deutsche Bank and held by them in
      a
      joint account for the Sellers and the Buyers, to be released in accordance
      with
      joint written instructions of the Sellers and the Buyers. Interest, if any,
      to
      be credited to the Buyers. Any fee charged for holding the said deposit shall
      be
      borne equally by the Sellers and the Buyers. Buyers to provide any documentation
      required by Sellers’ Bank in order to open and maintain the joint
      account.

    


    
      	
              3.

            	
              Payment

            


    

    


    The
      said
      Purchase Price shall be paid in full free of bank charges to Seller’s nominated
      bank account with Deutsche Bank on delivery of the Vessel, but not later than
      3
      banking days after the Vessel is in every respect physically ready for delivery
      in accordance with the terms and conditions of this Agreement and Notice of
      Readiness has been given in accordance with Clause 5.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              Inspections

            


    

    


    
      	
              a)*

            	
              The
                Buyers have inspected and accepted the Vessel's classification records.
                The Buyers have also inspected the Vessel at/in JORF LASFAR 19th
                /
                20th
                January 2006 and have accepted the Vessel following this inspection
                and
                the sale is outright and definite, subject only to the terms and
                conditions of this Agreement. Attached to this agreement is a list
                of
                comments to the physical inspection as
                agreed.

            


    

    


    
      	
              *

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

            


    

    


    
      	
              5.

            	
              Notices,
                time and place of delivery

            


    

    


    
      	
              a)

            	
              The
                Sellers shall keep the Buyers well informed of the Vessel's itinerary
                and
                shall provide the Buyers with 20, 15, 10, 7, 3 and 1 days notice
                of the
                estimated time of arrival at the intended place of underwater
                inspection/delivery. When the Vessel is at the place of delivery
                and in
                every respect physically ready for delivery in accordance with this
                Agreement, the Sellers shall give the Buyers a written Notice of
                Readiness
                for delivery.

            


    

    


    
      	
              b)

            	
              The
                Vessel shall be delivered and taken over safely afloat at a safe
                and
                accessible berth or anchorage at/in within vessel’s trading area, port to
                be mutually agreed subject to Buyers’ reasonable acceptance. Vessel shall
                be delivered under inert gas or vapors of last cargo in the Sellers'
                option.

            


    

    


    Expected
      time of delivery: 15th
      February
      2006 / 31st
      March
      2006

    


    Date
      of
      cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31st
      march
      2006

    


    
      	
              c)

            	
              If
                the Sellers anticipate that, notwithstanding the exercise of due
                diligence
                by them, the Vessel will not be ready for delivery by the cancelling
                date
                they may notify the Buyers in writing stating the date when they
                anticipate that the Vessel will be ready for delivery and propose
                a new
                cancelling date. Upon receipt of such notification the Buyers shall
                have
                the option of either cancelling this Agreement in accordance with
                Clause
                14 within 7 running days of receipt of the notice or of accepting
                the new
                date as the new cancelling date. If the Buyers have not declared
                their
                option within 7 running days of receipt of the Sellers' notification
                or if
                the Buyers accept the new date, the date proposed in the Sellers'
                notification shall be deemed to be the new cancelling date and shall
                be
                substituted for the cancelling date stipulated in line
                61.

            


    

    


    If
      this
      Agreement is maintained with the new cancelling date all other terms and
      conditions hereof including those contained in Clauses 5 a) and 5 c) shall
      remain unaltered and in full force and effect.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              d)

            	
              Should
                the Vessel become an actual, constructive or compromised total loss
                before
                delivery the deposit together with interest earned shall be released
                immediately to the Buyers whereafter this Agreement shall be null
                and
                void. 

            


    

    


    
      	
              6.

            	
              Drydocking/Divers
                Inspection 

            


    

    


    
      	
              b)**

            	
              (i)
                The Vessel is to be delivered without drydocking. However, the Buyers
                shall have the right at their expense to arrange for an underwater
                inspection by a diver approved by the Classification Society prior
                to the
                delivery of the Vessel. The Sellers shall at their cost make the
                Vessel
                available for such inspection. The extent of the inspection and the
                conditions under which it is performed shall be to the satisfaction
                of the
                Classification Society. If the conditions at the port of delivery
                are
                unsuitable for such inspection, the Sellers shall make the Vessel
                available at a suitable alternative place near to the delivery port.
                

            


    

    


    (ii)
      If
      the rudder, propeller, bottom or other underwater parts below the deepest load
      line are found broken, damaged or defective so as to affect the Vessel's class,
      then unless repairs can be carried out afloat to the satisfaction of the
      Classification Society, the Sellers shall arrange for the Vessel to be drydocked
      at their expense for inspection by the Classification Society of the Vessel's
      underwater parts below the deepest load line, the extent of the inspection
      being
      in accordance with the Classification Society's rules. If the rudder, propeller,
      bottom or other underwater parts below the deepest load line are found broken,
      damaged or defective so as to affect the Vessel's class, such defects shall
      be
      made good by the Sellers at their expense to the satisfaction of the
      Classification Society without condition/recommendation*. In such event the
      Sellers are to pay also for the cost of the underwater inspection and the
      Classification Society's attendance. 

    


    (iii)
      If
      the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable
      drydocking facilities are available at the port of delivery, the Sellers shall
      take the Vessel to a port where suitable drydocking facilities are available,
      whether within or outside the delivery range as per Clause 5 b). Once drydocking
      has taken place the Sellers shall deliver the Vessel at a port within the
      delivery range as per Clause 5 b) which shall, for the purpose of this Clause,
      become the new port of delivery. In such event the cancelling date provided
      for
      in Clause 5 b) shall be extended by the additional time required for the
      drydocking and extra steaming, but limited to a maximum of 14 running
      days.

    


    However,
      if any damage is found to the underwater parts which affects the Vessel’s class,
      but the class surveyor approves the Vessel to trade until the next class
      scheduled drydocking with the recommendation(s) relating to such damage, then
      the Sellers shall be liable for costs directly related to such damage including
      the cost of procuring necessary spare part and forwarding charges, if any,
      based
      on the average of two quotations obtained from first class repairers , one
      each
      by the Buyers and Sellers, and the Buyers shall accept delivery of the Vessel
      as
      is with such recommendation(s). The average of the two quotations shall be
      deducted from the balance of the Purchase Price at the time of delivery. The
      class surveyor shall be the sole arbitrator as to whether the underwater
      damages, if any, will impose any recommendation(s).

    


    
      	
              c)

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

            


    

    


    (i)
      the
      Classification Society may require survey of the tailshaft system, the extent
      of
      the survey being to the satisfaction of the Classification surveyor. If such
      survey is not required by the Classification Society, the Buyers shall have
      the
      right to require the tailshaft to be drawn and surveyed by the Classification
      Society, the extent of the survey being in accordance with the Classification
      Society's rules for tailshaft survey and consistent with the current stage
      of
      the Vessel's survey cycle. The Buyers shall declare whether they require the
      tailshaft to be drawn and surveyed not later than by the completion of the
      inspection by the Classification Society. The drawing and refitting of the
      tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft
      system be condemned or found defective so as to affect the Vessel's class,
      those
      parts shall be renewed or made good at the Sellers' expense to the satisfaction
      of the Classification Society without
      condition/recommendation*.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii)
      the
      expenses relating to the survey of the tailshaft system shall be borne by the
      Buyers unless the Classification Society requires such survey to be carried
      out,
      in which case the Sellers shall pay these expenses. The Sellers shall also
      pay
      the expenses if the Buyers require the survey and parts of the system are
      condemned or found defective or broken so as to affect the Vessel's
      class*.

    


    (iii)
      the
      expenses in connection with putting the Vessel in and taking her out of drydock,
      including the drydock dues and the Classification Society's fees shall be paid
      by the Sellers if the Classification Society issues any
      condition/recommendation* as a result of the survey or if it requires survey
      of
      the tailshaft system. In all other cases the Buyers shall pay the aforesaid
      expenses, dues and fees. 137

    


    (iv)
      the
      Buyers' representative shall have the right to be present in the drydock, but
      without interfering with the work or decisions of the Classification surveyor.
      

    


    (v)
      the
      Buyers shall have the right to have the underwater parts of the Vessel cleaned
      and painted at their risk and expense without interfering with the Sellers'
      or
      the Classification surveyor's work, if any, and without affecting the Vessel's
      timely delivery. If, however, the Buyers' work in drydock is still in progress
      when the Sellers have completed the work which the Sellers are required to
      do,
      the additional docking time needed to complete the Buyers' work shall be for
      the
      Buyers' risk and expense. In the event that the Buyers' work requires such
      additional time, the Sellers may upon completion of the Sellers' work tender
      Notice of Readiness for delivery whilst the Vessel is still in drydock and
      the
      Buyers shall be obliged to take delivery in accordance with Clause 3, whether
      the Vessel is in drydock or not and irrespective of Clause 5 b).

    


    
      	
              *

            	
              Notes,
                if any, in the surveyor's report which are accepted by the Classification
                Society without condition/recommendation are not to be taken into
                account.
                

            


    

    


    
      	
              **

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

            


    

    


    
      	
              7.

            	
              Spares/bunkers,
                etc.

            


    

    


    The
      Sellers shall deliver the Vessel to the Buyers with everything belonging to
      her
      on board and on shore. All spare parts and spare equipment including her spare
      propeller, if any, belonging to the Vessel at the time of inspection used or
      unused, whether on board or not shall become the Buyers' property, but spares
      on
      order are to be excluded. Forwarding charges, if any, shall be for the Buyers'
      account. The Sellers are not required to replace spare parts including (her
      spare propeller) which are taken out of spare and used as replacement prior
      to
      delivery, but the replaced items shall be the property of the Buyers. The radio
      installation and navigational equipment shall be included in the sale without
      extra payment if they are the property of the Sellers. Unused stores and
      provisions shall be be taken over by the Buyers supported by
      vouchers.

    


    Prior
      to
      delivery sellers to prepare a list of major spares and stores on board and
      ashore.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Sellers have the right to take ashore crockery, plates, cutlery, linen and
      other
      articles bearing the Sellers' flag or name, provided they replace same with
      similar unmarked items. Library, forms, etc., exclusively for use in the
      Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers'
      and Crew's personal belongings including the slop chest are to be excluded
      from
      the sale, as well as the following additional items (including items on hire):
      Gas bottles, walport video entertainment library, GSM phone (sim card), iridium
      phone, Charterers software, DNA testing equipment, STCW 95 hours of rest
      software, Q/A manuals, Q/A documentation, Q/A certificates, correspondence
      with
      Unigas, logbooks and report files.

    


    Buyers
      agree to take over the licenses and pay any license fees after the
      sale.

    


    The
      Buyers shall take over the remaining unused lubricating oils in storage tanks
      and sealed drums and pay Seller’s net contract prices supported by vouchers.
      Bunkers on board at time of delivery are the property of
      Charterers.

    


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

    


    
      	
              8.

            	
              Documentation

            


    

    


    The
      place
      of closing: London

    


    In
      exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
      with delivery documents, namely: 

    


    
      	
              a)

            	
              Legal
                Bill of Sale in a form recordable in Isle of Man (the country in
                which the
                Buyers are to register the Vessel), warranting that the Vessel is
                free
                from all encumbrances, mortgages and maritime liens or any other
                debts or
                claims whatsoever, duly notarially attested and legalized by the
                consul of
                such country or other competent
                authority.

            


    

    


    
      	
              b)

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

            


    

    


    
      	
              c)

            	
              Confirmation
                of Class issued within 72 hours prior to
                delivery.

            


    

    


    
      	
              d)

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

            


    

    


    
      	
              e)

            	
              Certificate
                of Deletion of the Vessel from the Vessel's registry or other official
                evidence of deletion appropriate to the Vessel's registry at the
                time of
                delivery, or, in the event that the registry does not as a matter
                of
                practice issue such documentation immediately, a written undertaking
                by
                the Sellers to effect deletion from the Vessel's registry forthwith
                and
                furnish a Certificate or other official evidence of deletion to the
                Buyers
                promptly and latest within 4 (four) weeks after the Purchase Price
                has
                been paid and the Vessel has been
                delivered.

            


    

    


    
      	
              f)

            	
              Any
                such additional documents as may reasonably be required by the competent
                authorities for the purpose of registering the Vessel, provided the
                Buyers
                notify the Sellers of any such documents as soon as possible after
                the
                date of this Agreement. 

            


    

    


    At
      the
      time of delivery the Buyers and Sellers shall sign and deliver to each other
      a
      Protocol of Delivery and Acceptance confirming the date and time of delivery
      of
      the Vessel from the Sellers to the Buyers.

    


    At
      the
      time of delivery the Sellers shall hand to the Buyers the classification
      certificate(s) as well as all Plans, manuals, etc., as far as available which
      are on board the Vessel. Other certificates which are on board the Vessel shall
      also be handed over to the Buyers unless the Sellers are required to retain
      same, in which case the Buyers to have the right to take copies. Other technical
      documentation which may be in the Sellers' possession shall be promptly
      forwarded to the Buyers at their expense, if they so request. The Sellers may
      keep the Vessel's log books / records but the Buyers to have the right to take
      copies of same.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              9.

            	
              Encumbrances

            


    

    


    The
      Sellers warrant that the Vessel, at the time of delivery, is free from all
      encumbrances, mortgages and maritime liens or any other debts whatsoever. The
      Sellers hereby undertake to indemnify the Buyers against all consequences of
      claims made against the Vessel which have been incurred prior to the time of
      delivery.

    


    
      	
              10.

            	
              Taxes,
                etc.

            


    

    


    Any
      taxes, fees and expenses in connection with the purchase and registration under
      the Buyers' flag shall be for the Buyers' account, whereas similar charges
      in
      connection with the closing of the Sellers' register shall be for the Sellers'
      account. 

    


    
      	
              11.

            	
              Condition
                on delivery

            


    

    


    The
      Vessel with everything belonging to her shall be at the Sellers' risk and
      expense until she is delivered to the Buyers, but subject to the terms and
      conditions of this Agreement she shall be delivered and taken over as she was
      at
      the time of inspection, fair wear and tear excepted. However, the Vessel shall
      be delivered with her class maintained without condition/recommendation*, free
      of average damage affecting the Vessel's class, and with her classification
      certificates and national certificates, as well as all other certificates the
      Vessel had at the time of inspection, valid and unextended without
      condition/recommendation* by Class or the relevant authorities at the time
      of
      delivery.

    


    "Inspection"
      in this Clause 11, shall mean the Buyers' inspection according to Clause 4
      a) or
      4 b), if applicable, or the Buyers' inspection prior to the signing of this
      Agreement. If the Vessel is taken over without inspection, the date of this
      Agreement shall be the relevant date. 

    


    * 
      Notes, if any, in the surveyor's report which are accepted by the Classification
      Society without condition/recommendation are not to be taken into
      account.

    


    
      	
              12.

            	
              Name

            


    

    


    Upon
      delivery the Buyers undertake to change the name of the Vessel. 

    


    
      	
              13.

            	
              Buyers'
                default

            


    

    


    Should
      the deposit not be paid in accordance with Clause 2, the Sellers have the right
      to cancel this Agreement, and they shall be entitled to claim compensation
      for
      their losses and for all expenses incurred together with interest. Should the
      Purchase Price not be paid in accordance with Clause 3, the Sellers have the
      right to cancel the Agreement, in which case the deposit together with interest
      earned shall be released to the Sellers. If the deposit does not cover their
      loss, the Sellers shall be entitled to claim further compensation for their
      losses and for all expenses incurred together with interest. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              14.

            	
              Sellers'
                default

            


    

    


    Should
      the Sellers fail to give Notice of Readiness in accordance with Clause 5 a)
      or
      fail to be ready to validly complete a legal transfer by the date stipulated
      in
      line 61 the Buyers shall have the option of cancelling this Agreement provided
      always that the Sellers shall be granted a maximum of 3 banking days after
      Notice of Readiness has been given to make arrangements for the documentation
      set out in Clause 8. If after Notice of Readiness has been given but before
      the
      Buyers have taken delivery, the Vessel ceases to be physically ready for
      delivery and is not made physically ready again in every respect by the date
      stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain
      their option to cancel. In the event that the Buyers elect to cancel this
      Agreement the deposit together with interest earned shall be released to them
      immediately.

    


    Should
      the Sellers fail to give Notice of Readiness by the date stipulated in line
      61
      or fail to be ready to validly complete a legal transfer as aforesaid they
      shall
      make due compensation to the Buyers for their loss and for all expenses together
      with interest if their failure is due to proven negligence and whether or not
      the Buyers cancel this Agreement.

    


    
      	
              15.

            	
              Buyers'
                representatives

            


    

    


    After
      this Agreement has been signed by both parties and the deposit has been lodged,
      the Buyers have the right to place two representatives on board the Vessel
      at
      their sole risk and expense. These representatives are on board for the purpose
      of familiarisation and in the capacity of observers only, and they shall not
      interfere in any respect with the operation of the Vessel. The Buyers'
      representatives shall sign the Sellers' letter of indemnity prior to their
      embarkation. Buyers to pay USD 10 per day per person for meals plus actual
      expenses for communication incurred or slop chest used. Said amount is to be
      paid at time of delivery together with the purchase price.

    


    
      	
              16.

            	
              Arbitration

            


    

    


    
      	
              a)*

            	
              This
                Agreement shall be governed by and construed in accordance with English
                law and any dispute arising out of this Agreement shall be referred
                to
                arbitration in London in accordance with the Arbitration Acts 1950
                and
                1979 or any statutory modification or re-enactment thereof for the
                time
                being in force, one arbitrator being appointed by each party. On
                the
                receipt by one party of the nomination in writing of the other party's
                arbitrator, that party shall appoint their arbitrator within fourteen
                days, failing which the decision of the single arbitrator appointed
                shall
                apply. If two arbitrators properly appointed shall not agree they
                shall
                appoint an umpire whose decision shall be final. For disputes of
                less than
                $50,000 (fifty thousand) the LMAA Small Claims procedure shall
                apply.

            


    

    


    
      	
              *

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              17.

            	
              Charter

            


    

    


    Upon
      delivery to Buyers the Vessel shall be delivered into a time charter with a
      Schulte Group company to be nominated for 12 months + 30 days, exact period
      in
      Charterers’ option at a rate of USD 300,000 per calendar month/pro
      rata.

    


    Charterers
      (Schulte Group) to have the option to extend the charter at same terms and
      conditions for a period of maximum 4 months after expiry of the initial 12
      month
      charter period, the Charterers always giving the Owners minimum 3 months notice
      of redelivery.

    


    
      	
              18.

            	 


    

    


    The
      Sellers confirm that to the best of their knowledge the Vessel is not
      Blacklisted by the Arab Boycott League or any other organization.

    


    
      	
              19.

            	
              Touch
                bottom

            


    

    


    The
      Sellers confirm that to the best of their knowledge the Vessel has not touched
      bottom since last drydock.

    


    
      	
              20.

            	
              Originals

            


    

    


    The
      memorandum of Agreement has been made out in two originals, one for the sellers
      and one for the Buyers.

    


    Signed
      by:

    


    
      	
              The
                Sellers

            	
              The
                Buyers 

            
	
              Dale
                Limited

            	
              Blackfriars
                Bridge Ltd

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MEMORANDUM
      OF AGREEMENT

    
       

      
        
          	
                  Norwegian
                    Shipbroker’s 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

                


        

         

      

    

    Dated: 
      24 February 2006

    


    Monet
      Trading Limited hereinafter called the Sellers, have agreed to sell, and London
      Bridge Ltd, hereinafter called the Buyers, have agreed to buy

    


    Name:
      M/V
“HERMANN SCHULTE” to be renamed M/V “London Bridge”

    Classification
      Society/Class: Germanischer Lloyd

    


    
      	
              Built: 
                1980

            	
              By: 
                Meyer Werft, Papenburg

            
	 	 
	
              Flag: 
                Isle of Man

            	
              Place
                of Registration:  Douglas

            
	 	 
	
              Call
                Sign:  VSPU6

            	
              Grt/Nrt: 
                4884/1465

            
	 	 
	
              IMO
                Number:  7928641     

            	 


    

    


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

    


    Definitions

    


    "Banking
      days" are days on which banks are open both in the country of the currency
      stipulated for the Purchase Price in Clause 1 and in the place of closing
      stipulated in Clause 8. 

    


    "In
      writing" or "written" means a letter handed over from the Sellers to the Buyers
      or vice versa, a registered letter, telex, telefax or other modern form of
      written communication.

    


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

    


    
      	
              1.

            	
              Purchase
                Price

            


    

    


    USD
      5,500,000.00 (five million five hundred thousand) including 1% broker commission
      to Inge Steensland paid by the sellers.

    


    
      	
              2.

            	
              Deposit

            


    

    


    As
      security for the correct fulfillment of this Agreement the Buyers shall pay
      a
      deposit of 10 % (ten per cent) of the Purchase Price within three (3) London
      banking days from the date of this Agreement has been signed by fax by both
      parties. This deposit shall be placed with Deutsche Bank and held by them in
      a
      joint account for the Sellers and the Buyers, to be released in accordance
      with
      joint written instructions of the Sellers and the Buyers. Interest, if any,
      to
      be credited to the Buyers. Any fee charged for holding the said deposit shall
      be
      borne equally by the Sellers and the Buyers. Buyers to provide any documentation
      required by Sellers’ Bank in order to open and maintain the joint
      account.

    


    
      	
              3.

            	
              Payment
                

            


    

    


    The
      said
      Purchase Price shall be paid in full free of bank charges to Seller’s nominated
      bank account with Deutsche Bank on delivery of the Vessel, but not later than
      3
      banking days after the Vessel is in every respect physically ready for delivery
      in accordance with the terms and conditions of this Agreement and Notice of
      Readiness has been given in accordance with Clause 5. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              Inspections

            


    

    


    
      	
              a)*

            	
              The
                Buyers have inspected and accepted the Vessel's classification records.
                The Buyers have also inspected the Vessel at/in NADOR on 15th
                /
                16th
                January 2006 and have accepted the Vessel following this inspection
                and
                the sale is outright and definite, subject only to the terms and
                conditions of this Agreement. Attached to this agreement is a list
                of
                comments to the physical inspection as
                agreed.

            


    

    


    
      	
              *

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

            


    

    


    
      	
              5.

            	
              Notices,
                time and place of delivery


            


    

    


    
      	
              a)

            	
              The
                Sellers shall keep the Buyers well informed of the Vessel's itinerary
                and
                shall provide the Buyers with 20, 15, 10, 7, 3 and 1 days notice
                of the
                estimated time of arrival at the intended place of underwater
                inspection/delivery. When the Vessel is at the place of delivery
                and in
                every respect physically ready for delivery in accordance with this
                Agreement, the Sellers shall give the Buyers a written Notice of
                Readiness
                for delivery.

            


    

    


    
      	
              b)

            	
              The
                Vessel shall be delivered and taken over safely afloat at a safe
                and
                accessible berth or anchorage at/in within vessel’s trading area, port to
                be mutually agreed subject to Buyers’ reasonable acceptance. Vessel shall
                be delivered under inert gas or vapors of last cargo in the Sellers'
                option. 

            


    

    


    Expected
      time of delivery: 15th
      February
      2006 / 31st
      March
      2006 60

    


    Date
      of
      cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31st
      march
      200661

    


    
      	
              c)

            	
              If
                the Sellers anticipate that, notwithstanding the exercise of due
                diligence
                by them, the Vessel will not be ready for delivery by the cancelling
                date
                they may notify the Buyers in writing stating the date when they
                anticipate that the Vessel will be ready for delivery and propose
                a new
                cancelling date. Upon receipt of such notification the Buyers shall
                have
                the option of either cancelling this Agreement in accordance with
                Clause
                14 within 7 running days of receipt of the notice or of accepting
                the new
                date as the new cancelling date. If the Buyers have not declared
                their
                option within 7 running days of receipt of the Sellers' notification
                or if
                the Buyers accept the new date, the date proposed in the Sellers'
                notification shall be deemed to be the new cancelling date and shall
                be
                substituted for the cancelling date stipulated in line
                61.

            


    

    


    If
      this
      Agreement is maintained with the new cancelling date all other terms and
      conditions hereof including those contained in Clauses 5 a) and 5 c) shall
      remain unaltered and in full force and effect. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              d)

            	
              Should
                the Vessel become an actual, constructive or compromised total loss
                before
                delivery the deposit together with interest earned shall be released
                immediately to the Buyers whereafter this Agreement shall be null
                and
                void. 

            


    

    


    
      	
              6.

            	
              Drydocking/Divers
                Inspection

            


    

    


    
      	
              b)**

            	
              (i)
                The Vessel is to be delivered without drydocking. However, the Buyers
                shall have the right at their expense to arrange for an underwater
                inspection by a diver approved by the Classification Society prior
                to the
                delivery of the Vessel. The Sellers shall at their cost make the
                Vessel
                available for such inspection. The extent of the inspection and the
                conditions under which it is performed shall be to the satisfaction
                of the
                Classification Society. If the conditions at the port of delivery
                are
                unsuitable for such inspection, the Sellers shall make the Vessel
                available at a suitable alternative place near to the delivery
                port.

            


    

    


    (ii)
      If
      the rudder, propeller, bottom or other underwater parts below the deepest load
      line are found broken, damaged or defective so as to affect the Vessel's class,
      then unless repairs can be carried out afloat to the satisfaction of the
      Classification Society, the Sellers shall arrange for the Vessel to be drydocked
      at their expense for inspection by the Classification Society of the Vessel's
      underwater parts below the deepest load line, the extent of the inspection
      being
      in accordance with the Classification Society's rules. If the rudder, propeller,
      bottom or other underwater parts below the deepest load line are found broken,
      damaged or defective so as to affect the Vessel's class, such defects shall
      be
      made good by the Sellers at their expense to the satisfaction of the
      Classification Society without condition/recommendation*. In such event the
      Sellers are to pay also for the cost of the underwater inspection and the
      Classification Society's attendance. 

    


    (iii)
      If
      the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable
      drydocking facilities are available at the port of delivery, the Sellers shall
      take the Vessel to a port where suitable drydocking facilities are available,
      whether within or outside the delivery range as per Clause 5 b). Once drydocking
      has taken place the Sellers shall deliver the Vessel at a port within the
      delivery range as per Clause 5 b) which shall, for the purpose of this Clause,
      become the new port of delivery. In such event the cancelling date provided
      for
      in Clause 5 b) shall be extended by the additional time required for the
      drydocking and extra steaming, but limited to a maximum of 14 running days.
      

    


    However,
      if any damage is found to the underwater parts which affects the Vessel’s class,
      but the class surveyor approves the Vessel to trade until the next class
      scheduled drydocking with the recommendation(s) relating to such damage, then
      the Sellers shall be liable for costs directly related to such damage including
      the cost of procuring necessary spare part and forwarding charges, if any,
      based
      on the average of two quotations obtained from first class repairers , one
      each
      by the Buyers and Sellers, and the Buyers shall accept delivery of the Vessel
      as
      is with such recommendation(s). The average of the two quotations shall be
      deducted from the balance of the Purchase Price at the time of delivery. The
      class surveyor shall be the sole arbitrator as to whether the underwater
      damages, if any, will impose any recommendation(s).

    


    
      	
              c)

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

            


    

    


    (i)
      the
      Classification Society may require survey of the tailshaft system, the extent
      of
      the survey being to the satisfaction of the Classification surveyor. If such
      survey is not required by the Classification Society, the Buyers shall have
      the
      right to require the tailshaft to be drawn and surveyed by the Classification
      Society, the extent of the survey being in accordance with the Classification
      Society's rules for tailshaft survey and consistent with the current stage
      of
      the Vessel's survey cycle. The Buyers shall declare whether they require the
      tailshaft to be drawn and surveyed not later than by the completion of the
      inspection by the Classification Society. The drawing and refitting of the
      tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft
      system be condemned or found defective so as to affect the Vessel's class,
      those
      parts shall be renewed or made good at the Sellers' expense to the satisfaction
      of the Classification Society without condition/recommendation*.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii)
      the
      expenses relating to the survey of the tailshaft system shall be borne by the
      Buyers unless the Classification Society requires such survey to be carried
      out,
      in which case the Sellers shall pay these expenses. The Sellers shall also
      pay
      the expenses if the Buyers require the survey and parts of the system are
      condemned or found defective or broken so as to affect the Vessel's class*.
      

    


    (iii)
      the
      expenses in connection with putting the Vessel in and taking her out of drydock,
      including the drydock dues and the Classification Society's fees shall be paid
      by the Sellers if the Classification Society issues any
      condition/recommendation* as a result of the survey or if it requires survey
      of
      the tailshaft system. In all other cases the Buyers shall pay the aforesaid
      expenses, dues and fees. 

    


    (iv)
      the
      Buyers' representative shall have the right to be present in the drydock, but
      without interfering with the work or decisions of the Classification surveyor.
      

    


    (v)
      the
      Buyers shall have the right to have the underwater parts of the Vessel cleaned
      and painted at their risk and expense without interfering with the Sellers'
      or
      the Classification surveyor's work, if any, and without affecting the Vessel's
      timely delivery. If, however, the Buyers' work in drydock is still in progress
      when the Sellers have completed the work which the Sellers are required to
      do,
      the additional docking time needed to complete the Buyers' work shall be for
      the
      Buyers' risk and expense. In the event that the Buyers' work requires such
      additional time, the Sellers may upon completion of the Sellers' work tender
      Notice of Readiness for delivery whilst the Vessel is still in drydock and
      the
      Buyers shall be obliged to take delivery in accordance with Clause 3, whether
      the Vessel is in drydock or not and irrespective of Clause 5 b). 

    


    
      	
              *

            	
              Notes,
                if any, in the surveyor's report which are accepted by the Classification
                Society without condition/recommendation are not to be taken into
                account.
                

            


    

    


    
      	
              **

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

            


    

    


    
      	
              7.

            	
              Spares/bunkers,
                etc.

            


    

    


    The
      Sellers shall deliver the Vessel to the Buyers with everything belonging to
      her
      on board and on shore. All spare parts and spare equipment including her spare
      propeller, if any, belonging to the Vessel at the time of inspection used or
      unused, whether on board or not shall become the Buyers' property, but spares
      on
      order are to be excluded. Forwarding charges, if any, shall be for the Buyers'
      account. The Sellers are not required to replace spare parts including (her
      spare propeller) which are taken out of spare and used as replacement prior
      to
      delivery, but the replaced items shall be the property of the Buyers. The radio
      installation and navigational equipment shall be included in the sale without
      extra payment if they are the property of the Sellers. Unused stores and
      provisions shall be be taken over by the Buyers supported by
      vouchers.

    


    Prior
      to
      delivery sellers to prepare a list of major spares and stores on board and
      ashore.

    


    The
      Sellers have the right to take ashore crockery, plates, cutlery, linen and
      other
      articles bearing the Sellers' flag or name, provided they replace same with
      similar unmarked items. Library, forms, etc., exclusively for use in the
      Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers'
      and Crew's personal belongings including the slop chest are to be excluded
      from
      the sale, as well as the following additional items (including items on hire):
      Gas bottles, walport video entertainment library, GSM phone (sim card), iridium
      phone, Charterers software, DNA testing equipment, STCW 95 hours of rest
      software, Q/A manuals, Q/A documentation, Q/A certificates, correspondence
      with
      Unigas, logbooks and report files.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Buyers
      agree to take over the licenses and pay any license fees after the
      sale.

    


    The
      Buyers shall take over the remaining unused lubricating oils in storage tanks
      and sealed drums and pay Seller’s net contract prices supported by vouchers.
      Bunkers on board at time of delivery are the property of
      Charterers.

    


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

    


    
      	
              8.

            	
              Documentation

            


    

    


    The
      place
      of closing: London

    


    In
      exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
      with delivery documents, namely:

    


    
      	
              a)

            	
              Legal
                Bill of Sale in a form recordable in Isle of Man (the country in
                which the
                Buyers are to register the Vessel), warranting that the Vessel is
                free
                from all encumbrances, mortgages and maritime liens or any other
                debts or
                claims whatsoever, duly notarially attested and legalized by the
                consul of
                such country or other competent
                authority.

            


    

    


    
      	
              b)

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

            


    

    


    
      	
              c)

            	
              Confirmation
                of Class issued within 72 hours prior to delivery.
                

            


    

    


    
      	
              d)

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

            


    

    


    
      	
              e)

            	
              Certificate
                of Deletion of the Vessel from the Vessel's registry or other official
                evidence of deletion appropriate to the Vessel's registry at the
                time of
                delivery, or, in the event that the registry does not as a matter
                of
                practice issue such documentation immediately, a written undertaking
                by
                the Sellers to effect deletion from the Vessel's registry forthwith
                and
                furnish a Certificate or other official evidence of deletion to the
                Buyers
                promptly and latest within 4 (four) weeks after the Purchase Price
                has
                been paid and the Vessel has been delivered.


            


    

    


    
      	
              f)

            	
              Any
                such additional documents as may reasonably be required by the competent
                authorities for the purpose of registering the Vessel, provided the
                Buyers
                notify the Sellers of any such documents as soon as possible after
                the
                date of this Agreement.

            


    

    


    At
      the
      time of delivery the Buyers and Sellers shall sign and deliver to each other
      a
      Protocol of Delivery and Acceptance confirming the date and time of delivery
      of
      the Vessel from the Sellers to the Buyers. 

    


    At
      the
      time of delivery the Sellers shall hand to the Buyers the classification
      certificate(s) as well as all Plans, manuals, etc., as far as available which
      are on board the Vessel. Other certificates which are on board the Vessel shall
      also be handed over to the Buyers unless the Sellers are required to retain
      same, in which case the Buyers to have the right to take copies. Other technical
      documentation which may be in the Sellers' possession shall be promptly
      forwarded to the Buyers at their expense, if they so request. The Sellers may
      keep the Vessel's log books / records but the Buyers to have the right to take
      copies of same. 206


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              9.

            	
              Encumbrances

            


    

    


    The
      Sellers warrant that the Vessel, at the time of delivery, is free from all
      encumbrances, mortgages and maritime liens or any other debts whatsoever. The
      Sellers hereby undertake to indemnify the Buyers against all consequences of
      claims made against the Vessel which have been incurred prior to the time of
      delivery. 

    


    
      	
              10.

            	
              Taxes,
                etc. 

            


    

    


    Any
      taxes, fees and expenses in connection with the purchase and registration under
      the Buyers' flag shall be for the Buyers' account, whereas similar charges
      in
      connection with the closing of the Sellers' register shall be for the Sellers'
      account. 

    


    
      	
              11.

            	
              Condition
                on delivery 

            


    

    


    The
      Vessel with everything belonging to her shall be at the Sellers' risk and
      expense until she is delivered to the Buyers, but subject to the terms and
      conditions of this Agreement she shall be delivered and taken over as she was
      at
      the time of inspection, fair wear and tear excepted. However, the Vessel shall
      be delivered with her class maintained without condition/recommendation*, free
      of average damage affecting the Vessel's class, and with her classification
      certificates and national certificates, as well as all other certificates the
      Vessel had at the time of inspection, valid and unextended without
      condition/recommendation* by Class or the relevant authorities at the time
      of
      delivery.

    


    "Inspection"
      in this Clause 11, shall mean the Buyers' inspection according to Clause 4
      a) or
      4 b), if applicable, or the Buyers' inspection prior to the signing of this
      Agreement. If the Vessel is taken over without inspection, the date of this
      Agreement shall be the relevant date. 

    


    *  Notes,
      if any, in the surveyor's report which are accepted by the Classification
      Society without condition/recommendation are not to be taken into
      account.

    


    
      	
              12.

            	
              Name

            


    

    


    Upon
      delivery the Buyers undertake to change the name of the Vessel.

    


    
      	
              13.

            	
              Buyers'
                default

            


    

    


    Should
      the deposit not be paid in accordance with Clause 2, the Sellers have the right
      to cancel this Agreement, and they shall be entitled to claim compensation
      for
      their losses and for all expenses incurred together with interest. Should the
      Purchase Price not be paid in accordance with Clause 3, the Sellers have the
      right to cancel the Agreement, in which case the deposit together with interest
      earned shall be released to the Sellers. If the deposit does not cover their
      loss, the Sellers shall be entitled to claim further compensation for their
      losses and for all expenses incurred together with interest.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              14.

            	
              Sellers'
                default

            


    

    


    Should
      the Sellers fail to give Notice of Readiness in accordance with Clause 5 a)
      or
      fail to be ready to validly complete a legal transfer by the date stipulated
      in
      line 61 the Buyers shall have the option of cancelling this Agreement provided
      always that the Sellers shall be granted a maximum of 3 banking days after
      Notice of Readiness has been given to make arrangements for the documentation
      set out in Clause 8. If after Notice of Readiness has been given but before
      the
      Buyers have taken delivery, the Vessel ceases to be physically ready for
      delivery and is not made physically ready again in every respect by the date
      stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain
      their option to cancel. In the event that the Buyers elect to cancel this
      Agreement the deposit together with interest earned shall be released to them
      immediately.

    


    Should
      the Sellers fail to give Notice of Readiness by the date stipulated in line
      61
      or fail to be ready to validly complete a legal transfer as aforesaid they
      shall
      make due compensation to the Buyers for their loss and for all expenses together
      with interest if their failure is due to proven negligence and whether or not
      the Buyers cancel this Agreement. 

    


    
      	
              15.

            	
              Buyers'
                representatives

            


    

    


    After
      this Agreement has been signed by both parties and the deposit has been lodged,
      the Buyers have the right to place two representatives on board the Vessel
      at
      their sole risk and expense. These representatives are on board for the purpose
      of familiarisation and in the capacity of observers only, and they shall not
      interfere in any respect with the operation of the Vessel. The Buyers'
      representatives shall sign the Sellers' letter of indemnity prior to their
      embarkation. Buyers to pay USD 10 per day per person for meals plus actual
      expenses for communication incurred or slop chest used. Said amount is to be
      paid at time of delivery together with the purchase price.

    


    
      	
              16.

            	
              Arbitration
                

            


    

    


    
      	
              a)*

            	
              This
                Agreement shall be governed by and construed in accordance with English
                law and any dispute arising out of this Agreement shall be referred
                to
                arbitration in London in accordance with the Arbitration Acts 1950
                and
                1979 or any statutory modification or re-enactment thereof for the
                time
                being in force, one arbitrator being appointed by each party. On
                the
                receipt by one party of the nomination in writing of the other party's
                arbitrator, that party shall appoint their arbitrator within fourteen
                days, failing which the decision of the single arbitrator appointed
                shall
                apply. If two arbitrators properly appointed shall not agree they
                shall
                appoint an umpire whose decision shall be final.
                

            


    

    


    For
      disputes of less than $50,000 (fifty thousand) the LMAA Small Claims procedure
      shall apply.

     

    
      	
              *

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              17.

            	
              Charter

            


    

    


    Upon
      delivery to Buyers the Vessel shall be delivered into a time charter with a
      Schulte Group company to be nominated for 12 months + 30 days, exact period
      in
      Charterers’ option at a rate of USD 300,000 per calendar month/pro
      rata.

    


    Charterers
      (Schulte Group) to have the option to extend the charter at same terms and
      conditions for a period of maximum 4 months after expiry of the initial 12
      month
      charter period, the Charterers always giving the Owners minimum 3 months notice
      of redelivery.

    


    
      	
              18.

            	 


    

    


    The
      Sellers confirm that to the best of their knowledge the Vessel is not
      Blacklisted by the Arab Boycott League or any other organization.

    


    
      	
              19.

            	
              Touch
                bottom

            


    

    


    The
      Sellers confirm that to the best of their knowledge the Vessel has not touched
      bottom since last drydock.

    


    
      	
              20.

            	
              Originals

            


    

    


    The
      memorandum of Agreement has been made out in two originals, one for the sellers
      and one for the Buyers.

    


    Signed
      by:

    


    
      	
              The
                Sellers

            	
              The
                Buyers 

            
	
              Monet
                Trading Limited

            	
              London
                Bridge Ltd