Exhibit 10.6


 


	
  MEMORANDUM OF AGREEMENT

  	
  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

  
	
  Dated:
  11th March 2006

  	
  Revised 1996, 1983 and 1986/87.

  



 


Belrose Maritime Inc, Marshall Islands


hereinafter called the Sellers, have agreed to sell,
and


 


Decatur  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 Adonis


 


Classification Society/Class:ABS


 


	
  Built: 2006

  	
   

  	
  By: Hyundai Mipo
  Dockyard, South Korea

  
	
   

  
	
  Flag: Marshall
  Islands

  	
   

  	
  Place of Registration: Majuro

  
	
   

  
	
  Call Sign: V7JI2

  	
   

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

  
							



 


Register IMO Number: 9327425


 


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 USD52,000,000 (United States
Dollars Fifty Two Million only)


 


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 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, HSBC Bank, Piraeus  Branch.


 


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 HSBC BANK, Piraeus branch.


 

















 


HSBC
BANK

93 AKTI MIAOULI STREET

185 38 PIRAEUS, GREECE

SWIFT CODE: MIDLGRAA

CORRESPONDING BANK: HSBC BANK USA, NEW YORK


SWIFT CODE: MRMDUS33

A/C NO: 000-04779-1


 


IN
FAVOUR OF: BELROSE MARITIME INC

ACCOUNT NO: 001-060722-036 USD

IBAN NO: GR25 0710 0010 0000 0106 0722 036


 


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 4 b) 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 30/21/14/7/5
days approximate notice, and
            , 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 and accessible
berth, port or anchorage at the Sellers option, at/in UK/Cons, 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 5 c), 6 b) (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 21st 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 all 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


 

















 


c)


 


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 part 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 certificate 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 such 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 at 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 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 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, Butterworth Tank Cleaning
Machines, Mini-ns/Irridium, Owner’s manuals, PMS.


 

















 


Buyers to pay extra for unused bunkers onboard and
remaining unused lubricating oil in the storage tanks and in [Illegible]
drums/tins etc. (only [Illegible] which have not gone though 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 Sellers’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 condition/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 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 fall 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 cases 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 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  [Illegible]  club  wording prior
to their embarkation. Sellers, officers and
crew to  cooporate 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
properly appointed shall not agree they shall appoint an 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 of an Initial Public Offering (IPO) enabling


 

















 


the the purchase of the Vessel. This Subject shall be
lifted latest by 12th April 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 in writing as aforesaid by the
17th 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 bunkers and luboils 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 act 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

  
	
    Belrose Maritime Inc

  	
  Decatur Navigation Inc

  
	
   

  	
   

  
	
  /s/ Gerasimes G. Kalogirates

  	
   

  	
   

  
	
  Gerasimes G. Kalogirates

  	
  /s/ Charilaos Loukopoulos

  
	
  Attorney in Fact

  	
  Charilaos Loukopoulos

  
	
   

  	
  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