Exhibit 10.1


 


	
  MEMORANDUM OF AGREEMENT

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

  
	
   

  	
  Code-name

  
	
   

  	
  SALEFORM 1993

  
	
  Dated: 10th March 2006

  	
  Revised
  1966, 1983 and 1986/87.

  
	
   

  
	
  Hartley
  Navigation S.A. of Panama hereinafter called the Sellers, have agreed to sell, and

  
	
   

  
	
  Beaumont
  Navigation Inc, Marshall Islands to be guaranteed by Omega Navigation
  Enterprises Inc.

  



hereinafter called the Buyers, have agreed to
buy


 


Name: M/T Iasonas


 


Classification Society/Class: ABS


 


	
  Built: 2004

  	
  By: STX, South Korea

  
	
   

  
	
  Flag:
  Greek

  	
  Place
  of Registration: Piraeus

  
	
   

  
	
  Call
  Sign: SVUU

  	
   

  	
  Grt/Nrt:
  41,787/30,845 mt

  
					



 


Register Number: IMO  no  9252955


 


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  64,500,000 (United States Dollars Sixty Four Million
Five Hundred Thousand 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 latest 5 working days after
lifting of Buyers subject as per Clause 17. This deposit shall be
placed with CALYON, Paris  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.


 


3.                         Payment


 


The said Purchase Price shall be paid in full
free of bank charges to CALYON, Paris  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


 


Vessel and class records fully
inspected and accepted by Buyers.


 






*                            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 30/15/10/5 days
approximate,             ,
and 3/2 days final notice of the estimated
time of arrival at the intended place of drydocking/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 USAC, USG, Caribs,
EUROMED, NW Europe in Sellers option to be narrowed by Sellers according to
Vessel’s schedule, if Vessel’s schedule already known, after Buyer’s
subject of Clause 17 has been lifted.


 


In the Sellers’ option. The Vessel to be delivered charter free and cargo free.


 


Expected time of delivery: 1st June 2006 - 30th June 2006 in Sellers option.


 


Date of cancelling (see Clauses 5 c), 5 b) (iii) and
14) 30th June 2006 in Buyers option.


 


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.


 

















 


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


 


 





















*                            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 spare tall-end shaft(s) and/or spare propeller(s)/propeller blade(s),
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 spare
tall-end shaft(s) and spare propeller(s)/propeller blade(s) 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
All radio installation and navigational
equipment including GMDSS shall
be included in the sale without extra payment if they are the property of the
Sellers. 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. Buyers have the right to
take photocopies to log books, and all routine engine / deck maintenance
reports for the last twelve months at their expense. Vessel’s oil record book
from the time of Vessel’s construction to remain aboard as per SOLAS
requirements. Captain’s,
Officers’ and Crew’s personal belonging including the stop chest are to be
excluded from the sale, as well as the following additional items (including
items on hire): Sellers to provide Buyers with the list of
excluded items within 10 banking days of examination of this Agreement by both
Parties.


 


The Buyer shall take over the remaining bunkers and unused lubricating
oils in storage tanks and sealed drums (not having gone through the Vessel’s system) and pay the Sellers last net purchase prices after discounts as
evidenced by supporting invoices (excluding barging expenses).


 


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


 


8.                         Documentation to be mutually agreed and in Appendix I to MoA


 


The place of closing: Athens/Piraeus,
Greece.


 

















 


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’ possessions 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.


 


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 claims and 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 accepted. However, the Vessel
shall be delivered with her class records
at delivery to be as they were at the time of inspection.  The same for all statutory and international trading
certificates under present flag, as well as all other certificates.


 

















 


“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/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 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.


 


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 upon


 


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. Sellers officers and crew
to cooperate and demonstrate/explain operation of vessels’ equipment.


 


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.


 


17.                  The purchase of
the Vessel is subject and conditional upon the Buyer’s holding company, Omega
Navigation Enterprises Inc, being successfully placed at an Initial Public
Offering. 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. This subject will be deemed to having been lifted automatically
when the IPO succeeds, irrespective of the pricing achieved.


 


18.                  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.


 


19.                  Sellers will
issue a letter stating that to the best of their knowledge, Vessel has not
touched bottom or suffered damage to her underwater parts since Vessel’s
inspection by Buyers.


 


	
  For the Buyers

  	
  For the Sellers

  
	
  Beaumont Navigation Inc.

  	
  Hartley
  Navigation S.A.

  
	
   

  	
   

  
	
  /s/ CHARILAOS LOUKOPOULOS

  	
   

  	
  /s/ NIKOLAUS GRAPSAS

  	
   

  
	
  CHARILAOS LOUKOPOULOS

  	
  NIKOLAUS GRAPSAS

  
	
  ATTORNEY IN FACT

  	
  Attorney-in-fact