Exhibit 10.4














	
      MEMORANDUM
      OF AGREEMENT

       

      Dated:
      29/12/2004
	
      




 


Kaplan
Shipping Co. Ltd, Mareva House, 4 George Street, Nassau, Bahamas
hereinafter
called the Sellers, have agreed to sell, and MUNIA
Mobilliengesellschaft mbH & Co Toelzer Strasse 15, 82031, Gruenwald,
Germany, or its nominee

hereinafter
called the Buyers, have agreed to buy





	
      Name:
      M/V
      “Maersk Brisbane”

	
      Classification
      Society/Class: Lloyds
      Register

	
      Built:  
      1975
	
      By:
      Blohm
      and Voss

	
      Flag:   
      Bahamas
	
      Place
      of Registration: Nassau

	
      Call
      Sign: C6QE6
	
      Grt/Nrt:
      33,401/12801

	
      Register
      Number: 731076







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 US$
      7,500,000 ( united States Dollars seven million and five hundred
      thousand













 


	
      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 banking days from
the date of this Agreement. This deposit shall be placed with 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 ABN
AMRO Bank N.V., New York, NY, SWIFT ABNA US33 for credit of Fortis bank N.V.
Rotterdam, SWIFT FTSBNL2R in favour of account 25.11.89.694 CCS ref MC
Shipping

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 waived
their right to inspected
and accepted the
Vessel's and
its
classification records.

The
Buyers have also inspected the Vessel at/in on 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.





	
      b)*
	
      The
      Buyers shall have the right to inspect the Vessel's classification records
      and declare whether same are accepted or not within The Sellers shall
      provide for inspection of the Vessel at/in The Buyers shall undertake the
      inspection without undue delay to the Vessel. Should the Buyers cause
      undue delay they shall compensate the Sellers for the losses thereby
      incurred. The Buyers shall inspect the Vessel without opening up and
      without cost to the Sellers. During the inspection, the Vessel's deck and
      engine log books shall be made available for examination by the Buyers. If
      the Vessel is accepted after such inspection, the sale shall become
      outright and definite, subject only to the terms and conditions of this
      Agreement, provided the Sellers receive written notice of acceptance from
      the Buyers within 72 hours after completion of such inspection. Should
      notice of acceptance of the Vessel's classification records and of the
      Vessel not be received by the Sellers as aforesaid, the deposit together
      with interest earned shall be released immediately to the Buyers,
      whereafter this Agreement shall be null and
  void.








	
      *
	
      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 itinerary and
      shall provide the Buyers with ,     ,
      and    
      5
      days 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 with
her present time-charter to A.P. Moller-Maersk A/S safely
afloat at a safe and accessible berth or anchorage at/in vessel’s
current area in the
Sellers' option.




Expected
time of delivery: 05/01/2005




Date of
cancelling (see Clauses 5 c), 6 b) (iii) and 14): 15/01/2005





	
      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 canceling 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 where
      after
      this Agreement shall be null and void.








	
      6.
	
      No
      Drydocking/Divers Inspection Sellers to provide a letter at a time of
      delivery confirming that to the best of their knowledge the Vessel has not
      touched bottom





	
      a)**
	
      The
      Sellers shall place the Vessel in drydock at the port of delivery 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 at the Sellers' expense to the
      satisfaction of the Classification Society without
      condition/recommendation*.








	
      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
dry docking 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.



	
      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 spare
tail-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 tail-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 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 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. 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):
Please
see Clause 19 




The
Buyers bunkers
are the Charterers property and are to be excluded from the sale. The
shall
take over the remaining bunkers and unused
lubricating oils in storage tanks and sealed
drums shall
remain the property of the sellers. Vessel’s new managers will pay sellers for
these lubricating oils at net contract price as and when they are broached
and pay
the current net market price (excluding
barging expenses) at the port and date of
delivery of the Vessel.

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

























	
      8.
	
      Documentation-
      please see Clause 17




 


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______________(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 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. 





	
      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 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
All claims and disputes pertaining to the existing charter-party dated
25th
of August 1998 with A.P. Moller-Maersk A/S to be treated in accordance with
three-party novatino agreement to be dated 30th
of Decemebr 2004 between the Sellers, Buyers and Messrs A.P.Mollers as Agents to
the Charterers A.P. Moller-Maersk A/S 





	
      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*
for
six months 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/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.


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 upon arrival
at_____________on or about___________________ 

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.























	
      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.








b)* This
Agreement shall be governed by and construed in accordance with Title 9 of the
United States Code and the Law of the State of New York and should any dispute
arise out of this Agreement, the matter in dispute shall be referred to three
persons at New York, one to be appointed by each of the parties hereto, and the
third by the two so chosen; their decision or that of any two of them shall be
final, and for purpose of enforcing any award, this Agreement may be made a rule
of the Court. 

The
proceedings shall be conducted in accordance with the rules of the Society of
Maritime Arbitrators,
Inc. New York.





	
      c)*
	
      Any
      dispute arising out of this Agreement shall be referred to arbitration at
      _____________, subject to the procedures applicable
      there.







The
laws of _______ shall govern this Agreement.





	*		
      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 to 20 form an integral part to this MoA
























Additional
Clauses to Memorandum of Agreement Dated 29/12/04

 

Ref
"Maersk Brisbane"

 

17. At
time of delivery Sellers will provide those documents as per attached
list

 

18.
Sellers to confirm in writing that to the best of their knowledge the Vessel is
not blacklisted by any Arab countries or its organizations.

 

19. Its
is acknowledged the following items as per attached list are property of
Managers, Charterers and rented items

 

20. In
consideration of the delivery of the Vessel on a later date than 3rd of January
2005, the Sellers will pay to the Buyers a compensation of USD 2335 for each day
of delay in delivery after 3rd of January 2005. Such compensation is payable
within 5 banking days after delivery of the vessel.

 

Furthermore,
since the time-charterers of the Vesssel, Messrs A.P.Moller-Maersk A/S, will pay
the charter hire for the month of January to Seller's order on the 10th of
January 2005, Sellers will pay, or procure to be paid, to the Buyers an amount
equivalent to the full
charter hire from the time and date of delivery of the Vessel until 31
8t
of
January 2005 upon
receipt of the hire covering January 2005 from Messrs A.P.Moller-Maersk
AlS.