Exhibit 10.2


    
      
        

      


      
        	
                MEMORANDUM
                  OF AGREEMENT

                 

                
                  Dated:
                    Dated
                    as of 23rd
                    February 2005

                

              	
                 

              


      

      


      


      


      Bergesen
        d.y. Shipping AS
        hereinafter called the Sellers, have agreed to sell, and MC
        Eid Shipping Limited hereinafter
        called the Buyers, have agreed to buy 

      


      
        	
                Name:
                  LPG/C
                  BERGE FLANDERS

              	 
	
                Classification
                  Society/Class: Lloyds
                  Register 

              	 
	 	 	 
	
                Built:
                  

              	
                 1991

              	
                By:
                  Kawasaki
                  - Kobe, Japan

              
	 	 	 
	
                Flag:

              	
                 Bahamas

              	
                Place
                  of Registration: Nassau

              
	 	 	 
	
                Call
                  Sign: C6TF6

              	
                Grt/Nrt:
                  42286
                  / 15519

              
	 	 
	
                Register
                  IMO Number: IMO
                  9000883

              	 


      

      


      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$ 50,717,250

              


      

      


      


      
        	
                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 3
        banking
        days from the date of all subjects lifted and this Agreement signed by both
        Sellers and Buyers by fax copy this Agreement.
        This
        deposit shall be placed free of bank charges with DnB
        NOR Bank ASA, Oslo SWIFT address: DNBANOKK, Account 5011 04 43428, with cover
        through IRVTUS3N 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 by SWIFT
        to
DnB
        NOR Bank ASA, Oslo SWIFT address: DNBANOKK, Account 7010 04 43412, with cover
        through IRVTUS3N
        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 inspected and accepted the Vessel's classification
                  records.
                  The Buyers have also inspected the Vessel at/in Gib/Lavera
                  on
                  12-14th
                  February 2005 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. 

              


      

      
         

        
          	
                  *

                	
                  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 20,
                  15, 10, 7,  5,
                  and 3
                  days approximate
                  notice
                  of delivery
                  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 2
                  and 1 days definite notice before tendering actual 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 Singapore,
                  Fujairah, N.W. Europe, Med, USEC, USG, Caribs., Argentina, or Brazil
                  in
                  the Sellers' option. 

              


      

      


      Expected
        time of delivery: 15th
        March - 1st
        May 2005 

      


      Date
        of
        cancelling (see Clauses
        5 c),
        6
b)
        (iii)
        and
14):
        1st
        May 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. 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

              


      

      


      
        	
                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,
        inwhich 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):
        

      The
        Sellers will remove all software systems, except for cargo loading system.
        All
        computers and printers to remain on board or be replaced by
        Sellers.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      All
        oxygen, acetylen, nitrogen, argon and Freon bottles from UNITOR, Cylinders
        for
        span gas and medical medical oxygen.

      


      Leased
        V-Sat. fixed line system terminal with antenna.

      


      A
        trial unit Fleet Master 33 from Nera.

      


      Leased
        freestanding computer and software for CBT training.

      


      Leased
        calibration instruments Unitech (suitcase).

      


      The
        Buyers shall take over the remaining bunkers
        and
        unused
        lubricating oils in storage tanks and sealed drums and pay the current net
        market price (excluding barging expenses) at the port and date of delivery
        of
        the Vessel based
        on the FAMM price list delivered Rotterdam three days prior to the delivery
        date
        less a discount of 60% 

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

      


      


      
        	
                8.

              	
                Documentation
                  

              


      

      


      The
        place
        of closing:    London

      


      In
        exchange for payment of the Purchase Price the Sellers shall furnish the
        Buyers
        with delivery Documents as
        per Addendum No. 1 which to be mutually agreed. Draft sales documents required
        by the Buyers will be supplied by Sellers minimum 15 says prior to expected
        delivery ,
        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., as
        well as speed and consumption details for loaded and ballast conditions and
        port
        consumption, list of main and auxillary engine running hours, indicative
        inventory of minimum spare parts always on board (list not guaranteed), copies
        of annual condition survey of safety equipment by Unitor or other company.
        Sellers to leave on board a part of planned maintenance system which includes
        equipment register and job descriptions in excel format. 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.  All
        the above documentation will be supplied to the Buyers in the English language
        and if required any items not available in English language will be translated
        into English language at Sellers expense prior to presentation to the
        Buyers.

      


      


      
        	
                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

              


      

      


      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 with
        cargo tanks under vapours or with cargo on board, in substantially the same
        conditions 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, clean,
        valid
        and 

      Unextended
        for
        a minimum period of 6 - six - month from the time of delivery
without
        condition/recommendation* by Class or the relevant authorities at the time
        of
        delivery. Hull
        and Machinery continuous cycles are to be clean and up to date with no
        outstandings or extensions 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
name
        and
        alter
        funnel
        markings 231 are
        to remain. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                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
        and all subjects have been lifted,
        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.
                  

              


      

       

      


      


       

      Clause
        17

      This
        Agreement is subject to Buyers and Sellers entering into the attached Time
        Charter of even date for the Vessel.

      


      Clause
        18

      Sellers
        are to continue their blasting and painting programme which is being undertaken
        for Vessel’s CAP1 rating until delivery of the Vessel.

      


      Clause
        19

      Sellers
        to confirm in writing that the Vessel is not blacklisted by Arab Boycott
        League
        or any other organization. Sellers are also to confirm in writing that the
        Vessel is not subject to any restrictions and/or recommendations placed upon
        it
        by U.S. Coastguard / Australian / Canadian or any other port authority, or
        any
        other trading restriction other than what follows from Vessel’s
        certificates.

       

      


      


      


      
        	
                For
                  the Sellers

              	 	
                For
                  the Buyers

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	   
	 	   

	
                Bergesen
                  d.y. Shipping AS

              	 	
                MC
                  Ibis Shipping Limited