Exhibit 10.2.2

Copyright: Norwegian Shipbrokers' Association, Oslo, Norway.

                                        ---------------------------------------
                                        Norwegian Shipbrokers' Association's
                                        Memorandum of Agreement for sale and
                                        purchase of ships. Adopted by The Baltic
MEMORANDUM OF AGREEMENT                 and International Maritime Council
                                        (BIMCO) in 1956.
Dated: 20 October, 2004
                                                     Code-name

                                                    SALEFORM 1993

                                        Revised 1966, 1983 and 1986/87.
                                        ---------------------------------------

Panocean Ltd., BERMUDA hereinafter called the Sellers, have agreed to sell, and

Compatriot Ltd., Bermuda, A WHOLLY OWNED SUBSIDIARY OF ARLINGTON TANKERS LTD,
BERMUDA, hereinafter called the Buyers, have agreed to buy

Name: M/T "STENA COMPATRIOT"

Classification Society/Class: DNV/+1A1 Tanker for Oil, ESP NAUTICUS
(Newbuilding), E0, COAT-2, UCS-2


Built: 2004              BY: Dalian Shipyard, China

Flag: BERMUDA            Place of Registration: BERMUDA

Call Sign: ZCDK2         Grt/Nrt: 41,596/20,919

Register Number:  IMO 925 5945

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 SEE CLAUSE 19.

2.

3.   PAYMENT

The said Purchase Price shall be paid in full free of bank charges to a bank
account to be notified by the buyers

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 SEE CLAUSE 20.



5.   NOTICES, TIME AND PLACE OF DELIVERY

a)   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 or at sea.

     in the Sellers' option.

     Expected time of delivery: SIMULTANEOUS WITH THE CLOSING OF THE PUBLIC
     OFFERING DESCRIBED IN EXHIBIT 3.

     Date of cancelling (see Clause 14): December 1, 2004.

c)

d)   Should the Vessel become an actual, constructive or compromised total loss
     before delivery this Agreement shall be null and void.

6.



7.   SPARES/BUNKERS, ETC. SEE CLAUSE 22
                          -------------

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 including lubricating oil 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):

8.   DOCUMENTATION SEE CLAUSE 23.
                   --------------

The place of closing: Bermuda

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 Bermuda (the country in which
     the Buyers are to register the Vessel) warranting that the Vessel is free
     from all encumbrances, mortgages and maritime liens on 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 house 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)   Bermuda Certificate of Permission to Transfer
     ---------------------------------------------

g)   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 the 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 Seller 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.

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 SEE CLAUSE 24
                           -------------

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 operationally seaworthy and in every way
fit for intended service under the Time Charter Party and with her class
maintained without condition/recommendation*, free of average damage affecting
the Vessel's class, and with her classification certificates and national
certificates, as well as all other certificates the Vessel had at the time of
inspection, valid and unextended without condition/recommendation* by Class or
the relevant authorities at the time of delivery.

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

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

12.  NAME/MARKINGS SEE CLAUSE 25.
                   --------------

13.  BUYERS' DEFAULT

Should the Purchase Price not be paid in accordance with Clause 3, the Sellers
have the right to cancel the Agreement, and shall be entitled to claim
compensation for their losses and for all expenses incurred together with
interest.

14.  SELLERS' DEFAULT

Should the Sellers fail to be ready to complete a valid legal transfer by the
date stipulated in line 61 the Buyers shall have the option of cancelling this
Agreement.





Should the Sellers fail to be ready to complete a valid 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.


16.  ARBITRATION SEE CLAUSE 26.
                 --------------

     The laws of England shall govern this Agreement.

THE ATTACHED RIDER WITH CLAUSES 17 - 26 FORMS PART OF THIS AGREEMENT.




RIDER TO MEMORANDUM OF AGREEMENT BETWEEN COMPATRIOT LTD.
AND PANOCEAN LTD., FOR THE SALE AND PURCHASE OF
M/T "STENA COMPATRIOT"

17.           PARTICULARS OF THE VESSEL

See the attached Questionnaire 88, Exhibit 1.

18.           SALE AND CHARTER BACK

Upon delivery of the Vessel to the Buyers under this Agreement, the Vessel shall
be delivered under a Time Charter Party, attached as Exhibit 2, entered into
between the Buyers and a company affiliated with the Sellers, (the "Time
Charterers").

19.           PURCHASE PRICE

The Purchase Price for the Vessel shall consist of common shares of Arlington
Tankers Ltd. ("Arlington") and cash. Capitalized words used in this Clause 19
and not defined shall have the meaning set forth in the Arlington Registration
Statement on Form F-1 (the "Registration Statement") attached hereto as Exhibit
3.

I)            The number of Arlington common shares to be delivered to the
              Sellers (the "Total Number of Shares") shall be determined as
              follows:

              A)         Calculate the "Total Equity Amount" by multiplying the
                         price per share at which the Arlington shares are sold
                         pursuant to the initial public offering by the
                         aggregate number of shares issued to the subsidiaries
                         of Concordia and Stena and the two companies owned by
                         Stena and Fram for the purchase of the Fleet;




                                                                           2(5)
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              B)         Calculate the "Equity Value" by multiplying the Total
                         Equity Amount by 0.092.

              C)         Calculate the Total Number of Shares by dividing the
                         Equity Value by the price per share at which the
                         Arlington common shares are sold pursuant to the
                         initial public offering.

II)           The amount of cash Purchase Price to be received by the Sellers
              shall be determined as follows:

              A)         Calculate the "Fleet Purchase Price" by summing the
                         following: a) the Total Equity Amount; b) one hundred
                         thirty-five million dollars ($135,000,000); and c) the
                         product of the price per share at which the Arlington
                         common shares are sold pursuant to the initial public
                         offering multiplied by the aggregate number of shares
                         issued to the public (the "Gross Proceeds"); less (i)
                         the product of the Gross Proceeds multiplied by
                         0.06625, (ii) the fees paid by Arlington pursuant to
                         the $135 million secured facility agreement with Fortis
                         Bank (Nederland) N.V. and HSBC Bank plc and (iii) the
                         estimated total expenses of issuance and distribution
                         found under the caption "Expenses of Issuance and
                         Distribution" in the Registration Statement.

              B)         Calculate the "Vessel Purchase Price" by multiplying
                         the Fleet Purchase price by 0.115.

              C)         Subtract the Equity Value from the Vessel Purchase
                         Price to determine the amount of cash to be delivered
                         to the Sellers.

20.           INSPECTIONS

The Buyers have the right to inspect the Vessel and the Vessel's records prior
to delivery. As the Vessel will be chartered back as set out in Clause 18 such
inspection is not a condition for the sale which is outright and definite and
subject only to the conditions of this Agreement.



                                                                           3(5)
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21.           FAILURE TO CONSUMMATE PUBLIC OFFERING

In the event the public offering described in Exhibit 3 is not consummated by
December 1, 2004, both the Buyers and the Sellers shall have the option of
canceling this Agreement and neither the Buyers nor the Sellers shall be
entitled to damages or to any other compensation or reimbursement of expenses.

22.           SPARES/BUNKERS, ETC.

The Sellers may leave onboard for use under the Time Charter Party items which
Sellers are entitled to take ashore and other items excluded from the sale. Such
items shall be taken ashore by the Time Charterers at the expiry of the Time
Charter Party. Bunkers remaining on board after the time of delivery remain the
property of the Time Charterers.

23.           DOCUMENTATION

The Sellers shall provide the Buyers with draft copies of documentation no later
than ten days prior to the expected time of delivery of the Vessel.




                                                                           4(5)
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24.           CONDITION ON DELIVERY

Notwithstanding any provision of Clause 11, in the event the Vessel does not
comply with one or more of the requirements referred to on line 220-224 hereof,
the Sellers shall have the right to deliver the Vessel to the Buyers.

25.           REPRESENTATIONS AND WARRANTIES

None of the representations and warranties in this Agreement shall survive
following the delivery of the Vessel and the delivery documents referred to in
Clause 8.

The Sellers shall make best efforts to have any remaining warranty rights
against the shipyard and makers of equipment under the relevant Shipbuilding
Contracts assigned to the Buyers.

26.           NAME/MARKINGS

The Vessel's name and Funnel markings shall be maintained for the duration of
the Time Charter Party.


27.           GOVERNING LAW AND ARBITRATION


Any dispute arising under this Agreement shall be referred to arbitration in
London in accordance with the provisions of the Arbitration Act 1996, or any
statutory modification or re-enactment thereof for the time being in force save
to the extent necessary to give effect to the provisions of this Clause. The
arbitration shall be conducted in accordance with the London Maritime
Arbitration Association (LMAA) terms current at the time when the arbitration
proceedings are commenced.



                                                                           5(5)
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The reference shall be to three arbitrators; one to be appointed by each of the
parties hereto, and the third to be appointed by the two so chosen; their
decision or that of any two of them shall be final. A party wishing to refer a
dispute to arbitration shall appoint its arbitrator and send notice of such
appointment in writing to the other party requiring the other party to appoint
its own arbitrator within 14 calendar days of that notice and stating that it
will appoint its arbitrator as sole arbitrator unless the other party appoints
its own arbitrator and gives notice that it has done so within the 14 days
specified. If the other party does not appoint its own arbitrator and give
notice that it has done so within the 14 days specified the party referring a
dispute to arbitration may, without the requirement of any further prior notice
to the other party, appoint its arbitrator as sole arbitrator and shall advise
the other party accordingly. The award of a sole arbitrator shall be binding on
both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these
provisions to provide for the appointment of a sole arbitrator.

In case where neither the claim nor any counterclaim exceeds the sum of
USD50,000 (or such other sum as the parties may agree) the arbitration shall be
conducted in accordance with the LMAA Small Claim Procedure current at the time
when the arbitration proceedings are commenced.



 COMPATRIOT LTD.                    PANOCEAN LTD.

/s/ Marcello Ausenda               /s/ David Astwood
-------------------------          ----------------------
    Marcello Ausenda                   David Astwood
    Director                           Director