Exhibit 10.5


 


	
  MEMORANDUM
  OF AGREEMENT

  

  Dated: 11th March 2006

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

  Code-name

  SALEFORM 1993

  Revised 1966, 1983 and 1986/87.

  



 


Atlantas Shipping Company, Marshall Islands


hereinafter
called the Sellers, have agreed to sell, and


 


Carrolton Navigation Inc, Marshall Islands (a company nominated by Omega
Navigation Enterprises Inc, but Omega Navigation Enterprises Inc, to always
remain responsible for the contractual obligations of the Buying Company.


 


hereinafter
called the Buyers, have agreed to buy


 


Name:
M/T Aristidis


 


Classification
Society/Class: ABS


 


	
  Built 2006

  	
  By: Hyundai Mipo Dockyard,
  South Korea

  
	
   

  	
   

  
	
  Flag: Marshall Islands

  	
  Place of Registration: Majuro

  
	
   

  	
   

  
	
  Call Sign: V7JD7

  	
  Grt/Nrt: 23,270/9,925 mt

  
					



 


IMO Number: 9327413


 


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 latter 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 52,000,000 (United
States Dollars Fifty Two Million only)


 


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 5
banking days after Buyers have notified the Sellers in writing, that the
subjects as per Clause 18 herein, have been lifted. This deposit
shall be placed with Sellers bank, Aegean
Baltic Bank S.A.  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, together with any charges for remitting such funds
to be for the Buyers account. Any fee
charged for opening/holding/closing
the said deposit shall be borne equally by the Sellers and the Buyers.


 


3.                         Payment


 


The
said Purchase Price shall be paid in full free of bank charges to Sellers Bank, Aegean Baltic Bank S.A.


 

















 


AEGEAN
BALTIC BANK S.A.

SWIFT CODE : AEBAGRAA

CORRESPONDING BANK: JP MORGAN CHASE BANK, N. YORK

SWIFT : CHASUS33

A/C NR: 400807963


 


IN
FAVOUR OF: ATLANTAS SHIPPING COMPANY 

ACCOUNT NR: 0100532-S2015 USD

IBAN NR: GR33 0561 0010 0000 1005 3252 015


 


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 Vessel’s specification has been reviewed and
accepted by Buyers. Buyers have waived their right to inspect the Vessel’s
class records. Furthermore the Buyers have waived their right to inspect the
Vessel and therefore this sale is fully outright and definite and only subject
to Clause 18 of this MOA.






*                            4 a)
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 itienerary and
shall provide the Buyers with 30/21/14/7/5
days approximate notice, and 3 and 1 days definate notice as to the date and
place they intend to tender the Vessel’s Notice of Readiness under Clause 3 of
this agreement. 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 accessible berth, port or anchorage at the Sellers option, at UK/Cont, Baltic, Med/Black
Sea, USG, USEC, Caribs. in the Sellers’ option. The Vessel to be delivered charter free, with last
three (3) cargoes (or lesser number carried since delivery from yard) cargoes
clean and unleaded including


 

















 


vegoils
and palmoils. If vegoils or palmoils is the last cargo then the vessel to be
delivered to Buyers with cargo tanks suitably cleaned for loading gasoil and
free of slops.


 


Expected time of
delivery: 1st May 2006 – 5th July 2006 in
Sellers option.


 


Date of cancelling
(see Clauses 6 a) 5 c), (iii) and 14): 5th July 2006 in Buyers
option


 


It
is agreed that should Sellers deliver the Vessel to Buyers in UK/Cont/Med/Black
Sea/Baltic, the cancelling date in line 61 will be extended until 31st July
2006 and in such case Buyers shall not be entitled to any compensation
whatsoever for late delivery up until 21st July 2006.


 


If
it becomes apparent to the Sellers that the Vessel might miss the canceling
date or any extensions to the canceling agreed thereto, Sellers have the option
to substitute Vessel with M/T Alkiviadis (hull 0444) or M/T Aris (hull 0311).
The right of substitution shall be exercised subject to notices as per line 53
of MOA excluding the 30 day approximate delivery notice, 21 days etc
approximate notices to apply.


 


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. Cancellation or failure to cancel shall
be entirely without prejudice to any claim for damages the Buyers may have
under Clause 14 for the Vessel not being ready by the original cancelling date.


 


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


 


6.                         Drydocking/Divers
Inspection


 


 

















 


Promptly
after the Vessel’s arrival at the delivery place, the Buyers shall have the
option to, at their risk and expense, to carry out an inspection of the Vessel’s
underwater park by Class approved divers and with with a video link to the
attending Class Surveyor. The Sellers shall arrange at their expense to have
the Class Surveyor in attendance at such diver’s inspection.


 


If
in the opinion of the Class Surveyor in attendance, the conditions at the place
of delivery are unsuitable for such an inspection the Sellers shall make the
Vessel available at a suitable alternative near the delivery place.


 


a)                       If any
damages is found to the Vessel’s underwater parts, which the Vessel’s
Classification Society confirms is affecting the Vessel’s clean certificate of
Class, and the Classification Society requires such damage to be repaired prior
to the Vessel’s next due Drydocking date, then prior to the Vessel’s delivery
to the Buyers, the Sellers shall Drydock the Vessel at a place within the
delivery range in the Sellers option and repair such damage affecting Class to
the satisfaction of the Vessel’s Classification Society at the Seller’s time
and expense. This place shall then become the new delivery place.


 


In
the event of the Vessel being required to Drydock as mentioned above then the
cancelling date shall automatically be extended by the additional time required
for the Drydocking, completion of repairs and any extra steaming, but limited
to a maximum of 14 Banking days.


 


(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).


 


b) If any damage is found to the Vessel’s underwater
parts which the Vessel’s Classification Society confirms is affecting the
Vessel’s clean certificates of Class but the Classification Society agrees to
postpone repairs to same until the Vessel’s next due Drydocking date, then the
Buyers shall take delivery of the Vessel ‘as is’, with the damage affecting
Class as it is, and the Sellers shall compensate the Buyers by way of reduction
from the purchase price. The Sellers and the Buyers shall each obtain a
Quotation for the repair of such damage affecting Vessel’s Class from two (2)
separate reputable ship repair yards in the delivery range. The compensation
amount to the Buyers in lieu of the Sellers carrying out the necessary repairs
to Class satisfaction shall be the average of the repair quotations received,
one by the Sellers and one by the Buyers respectively as mentioned above. The
aforesaid repair quotations shall be strictly for the actual repair cost only
and not to include Drydock dues, Docking or undocking clause.






*                            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 belonging to
the Vessel 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 which are taken out of spare and used as replacement prior to delivery,
but the replaced items shall be the property of the Buyers. All radio installation and navigational
equipment, including GMDSS shall
be included in the sale without extra payment. Unused stores and provisions
shall be included in the sale and be taken over by the Buyers without extra
payment.


 


The Sellers have the right to take ashore crockery, plates, cutlery,
linen and other articles bearing the 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. Excluded from the sale also to be Vessel’s engine
room log books, although Buyers have the right to take Photocopies of log books
for the last 12 months at their expense. Vessel’s oil record book from the time
of Vessel’s construction to remain onboard as per SOLAS requirements. 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): Masters bond stores, Sponsor’s
painting, Unitor oxygene, acetylene and freon gas cylinders, Videotel video
library, Seagull training videos, Batterworth Tank Cleaning Machines, Minim
/Irridium, Owner’s Manuals, PMS.


 


Buyers to pay extra for unused bunkers onboard and
remaining unused lubricating oil in the storage tanks and in unbroached drums/tins
etc. (only luboils which have not


 

















 


gone
through the Vessel’s system) at Sellers last net purchase prices, as evidenced
by fax copies of the relevant invoices.


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


 


8.                          Documentation
Reverting with list of documents


 


The place of
closing: At Seller’s nominated place in
Greece


 


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


 


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


 


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


 


At the time of delivery the Sellers shall supply the Buyers
with copies of all manuals, instruction booklets, code books, and plans onboard
the Vessel. Sellers to dispatch from Sellers offices, at Buyers cost, all other
plans/instruction books/documentation in Sellers possession ashore within ten
working days from date of Vessel’s delivery.


 


After the deposit has been lodged, the Sellers are to
provide the Buyers with the following drawings:


1)  General Arrangement, 2) Capacity Plan, 3) Trim
and Stability, 4) Pumping and Piping diagram, at Buyers written request and at
Buyers expense.


 


The Continuous Synopsis Record to be left on
board, Records of the Planned Maintenance to date, to be left on board. The
Sellers are to arrange to delete their registration of the Vessel with OCIMF
within 7 days after delivery.


 

















 


9.                         Encumbrances


 


The Sellers
warrant that the Vessel, at the time of delivery, is free from all charters,
encumbrances, mortgages and maritime liens or any other debts or claims 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 recommendation, free of average damage
affecting the Vessel’s class, and with her classification certificates and
national, statutory and national and
international trading certificates, including
safety equipment inspection certificates, under present flag to be clean,
valid and unextended for a period of three
months from the date of delivery without recommendation* by Class or
the relevant authorities at the time of delivery. All continuous survey cycles for hull and machinery to be clean and up
to date with no outstandings for minimum 3 months from the date 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/memos/comments, if any, in the surveyor’s report which are
accepted by the Classification Society without recommendation are not to be
taken into account.


 


12.                  Name/markings


 


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


 


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


 


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


 

















 


to validly
complete a legal transfer as aforesaid they shall make due compensation to the
Buyers for their loss and for all expenses together with interest if their
failure is due to proven negligence and whether or not the Buyers cancel this
Agreement.


 


I5.                     Buyers’
representatives


 


After this
Agreement has been signed by both parties and the 10% deposit has been lodged, the Buyers have the right to
place two representatives on board the Vessel at their sole risk and expense for the final voyage or the last two weeks prior to
delivery of the Vessel, whichever is longer. 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 as per P+J club wording prior
to their embarkation. Sellers officers and
crew to cooperate in explaining, demonstrating operation of the Vessel’s
equipment but same is not to interfere with the Vessel’s normal operation.
Buyers to pay USD 10 per day per representative for meal charges. All victualling
and communication expenses etc, shall be settled onboard with the Master
directly before delivery.


 


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 1996
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 property
appointed shall not agree they shall appoint on umpire whose decision shall be
final.






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


 


Clauses 17.21 to form an integral part of the MOA


 


Clause 17.


 


Sellers
to confirm that to the best of their knowledge Vessel is not blacklisted by any
nation or organisation including the Arab Boycott League and ITF.


 


Clause 18.


 


The
purchase of the Vessel is subject and conditional upon the Buyer’s holding
company, Omega Navigation Enterprises Inc, being acceptably priced
at an Initial Public Offering (IPO) enabling the purchase of the Vessel. This
Subject shall be lifted latest by 12th April March 2006 by the Buyer in writing
or such subject may be waived during that period by the Buyers in Writing. If
this subject


 

















 


and
condition is not lifted or waived by the Buyers as aforesaid by the 12th April
2006, then this MOA will be of no effect.


 


Clause 19.


 


All
terms and conditions of this sale to be strictly Private and Confidential and
details are not to be disclosed by any party involved until the publication of
the “Red Herrin” filing of the F1 registration form by Omega Navigation
Enterprises Inc. However should the sale or any details relating to the sale,
become known or reported in the market, neither the Sellers nor the Buyers
shall have the right to withdraw from the sale or fail to fulfill all their
obligations under the MOA.


 


Clause
20.


 


On
delivery of the Vessel and against the release of the 10 percent deposit to the
Sellers and receipt of the 90 percent balance of purchase monies plus monies
due for remaining bankers and best by the Sellers, the Sellers shall hand over
to the Buyers all delivery documents as reasonably required by the Buyers for
the legal transfer of title and flag.


 


A list of such delivery documents plus a list of
delivery documents to be supplied by the Buyers to the Sellers, shall be
mutually agreed by Buyers and Sellers respective lawyers and listed in Appendix
no 1 to the MOA. The issuance of Appendix no. 1 and signing of same by both
parties shall not in any way delay the issuance and signing of MOA by both
parties.


 


Clause
21.


 


On
delivery the Sellers shall assign to the Buyers the warranty applicable under
Article IX of the relevant Shipbuilding Contract, together with any additional
and / or prolonged guarantees or warranties relating to the Vessel or her
machinery or equipment given by manufacturers, subcontractors or suppliers. The
Sellers shall use their best endeavours to ensure that the Builder and any such
manufacturers, sub contractors and suppliers consent to such assignment,
provided that if in any case and for any reason whatsoever such consent is not
given, then the Sellers shall have no obligation or liability towards the
Buyers except that the Sellers shall not diligently and reasonably as the
Buyers’ agents in the enforcement of the warranty or warranties in question.


 


Following
delivery and full payment of the purchase price, Sellers will provide Buyers
with a copy of the notice, which will be given to the Shipbuilder, when same
will be available.


 


Except
as provided in Line 59 and Clause 11 herein the Sellers shall not be
responsible towards the Buyers for any claim whatsoever relating to the
description, specification, condition and performance of the vessel upon and
after delivery of the vessel to the Buyers.


 


 


	
  FOR
  THE SELLERS 

  	
  FOR
  THE BUYERS    

  
	
   Atlantas
  Shipping Company

  	
  Carrolton Navigation Inc

  
	
  /s/ Gerasimes G.
  Kalogirates

  	
   

  	
  /s/ Charilaos
  Loukopoulos

  	
   

  
	
  Gerasimes G.
  Kalogirates

  	
  Charilaos Loukopoulos

  
	
  Attorney in Fact

  	
  Attorney in Fact

  
				



 


Counter signed by Gerasimes
G. Kalogirates on behalf of Gladiator Marine Inc and Adrian Shipholding Inc,
owning companies of the two substitute vessels.


 


	
  /s/ Gerasimes G.
  Kalogirates

  	
   

  
	
  Gerasimes G.
  Kalogirates

  Attorney in Fact