**Exhibit 4.5**
| **MEMORANDUM OF AGREEMENT** Dated: *30th August 2005* |       | Norwegian Shipbrokers’ Association’s Memo-randum of  Agreement for sale and purchase of ships. Adopted by The Baltic and  International Maritime Council (BIMCO) in 1956. |
|-------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                  | ** ** | **Code-name  SALEFORM 1993**                                                                                                                                                        |
|                                                  |       | Revised 1966, 1983 and 1986/87.                                                                                                                                                     |

 

***Pan Shipping L.P., C/O Wallbrook Trustees (IOM) Limited,Grosvenor House, 66/67 Athol Street,Douglas, Isle of Man, IM99 2BJ***hereinafter called the Sellers, have agreed to sell, and***Britannia Bulk Plc,London, United Kingdom or their guaranteed nominee***hereinafter called the Buyers, have agreed to buy

Name:***M/V “FOREMOST”***

Classification Society/Class:***American Bureau of Shipping***
| Built:***November 1998*** |   | By:***Eisa Estaleiro Ilha S.A., BrasiI*** |
|---------------------------|--------|-------------------------------------------|
| *** ***              |   | *** ***                              |
| Flag:***Panama***         |   | Place of Registration:***Panama***        |
| *** ***              |   | *** ***                              |
| Call Sign:***3FWF8***     |   | Grt/Nrt:***37,978//23,259***              |

 

~~Register~~***IMO***Number:**  *9057458***

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 currencystipulated for the Purchase Price in Clause 1 and in the place of closingstipulated in Clause 8.

“In writing” or “written” means a letter handed overfrom 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 inline 4.

1.         **Purchase Price *US$28,500,000.- (United States Dollars Twenty Eight Million Five Hundred Thousand)less 4.73% commission deductable from the Purchase Price and payable by theBuyers.***

2.**                          Deposit**

As security for the correct fulfilment of thisAgreement the Buyers shall pay a deposit of ~~10~~ 5% (~~ten~~,*five*per cent) of the Purchase Price within ***Three (3) London /New York*****banking days from the date ***a faxed copy*****of this Agreement ***is signed by Buyers.*****This deposit shall be placed with ***Sellers’ nominated bank in Londonbeing Jyske Bank A/S, London Branch***and held by them in a joint ***interest bearing*****account for the Sellers and the Buyers,to be released in accordance with joint written instructions of the Sellers andthe Buyers ***in exchangefor the transfer of title/closing documentation****.*Interest, if any, to be credited to the Buyers,Any fee charged for holding the said deposit shall be borne equally by theSellers and the Buyers. ***Ifthe Vessel under the terms and condition of this Agreement is not deliveredwithin and expiry of Three (3) months of signing this agreement, the Buyershall increase the balance deposit up to 7.5% (seven and a half percent). Thedeposit shall be increased to 10% (ten percent) when Charterers (Deiulemor)provide Sellers with Twenty (20) days approximate notice of redeliverynotwithstanding when this happens.***

3.**                          Payment**

The said Purchase Price***less the 4.73% commission***shall be paid in full free ofbank charges to **S*ellers’ nominated bank in London***on delivery ofthe Vessel ***in exchangefor the transfer of title/closing documentation****,*but not later than 3 banking days afterthe Vessel is in every respect

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physically ready for delivery in accordance with the terms andconditions of this Agreement and Notice of Readiness has been given inaccordance with Clause 5.

4.**                          Inspections**

a)***                 **TheBuyers have ***waived theirright to inspect*****~~inspectedand accepted~~the Vessel’s classification records. The Buyers have alsoinspected the Vessel at/in ***Kaokslung,Taiwan*****on ***23rd/24th July 2006*****and have accepted the Vessel followingthis inspection, ***includingher speed performances,*****andthe sale is outright and definite, subject only to the terms and conditions ofthis Agreement.

~~b)*~~                 ~~The Buyers shall have the right to  inspect the Vessel’s classificationrecords and declare whether same are accepted or not within~~

~~The Sellers shall provide for inspection of the Vesselat/in.~~

~~The Buyers shallundertake the inspection without undue delay to the Vessel Should the Buyerscause undue delay they shall compensate the Sellers for the losses therebyincurred. The Buyers shall inspect the Vessel without opening up and withoutcost to the Sellers. During the inspection, the Vessel’s dock and engine logbooks shall be made available for examination by the Buyers. If the Vessel isaccepted after such inspection, the sale shall become outright and definite,subject only to the terms and conditions of the Agreement, provided the Sellersreceive written notice of acceptance from the Buyers within 72 hours aftercompletion of such inspection.~~

~~Should notice ofacceptance of the Vessel’s classification records and of the Vessel not be receivedby the Sellers as aforesaid, the deposit together with interest earned shall bereleased immediately to the Buyers, whereafter this Agreement shall be null andvoid.~~

~~*~~                            *~~4 a) and 4b) are alternatives; delete whichever isnot applicable. In the absence of deletions, alternative 4a) to apply.~~*

5.**                          Notices,time and place of delivery**

a)**                        **TheSellers shall keep the Buyers well informed of the ***position of the*****Vessel ***and subsequent changes thereto known to the Sellers~~’s~~****~~~~*~~ltinerary~~ and shall providethe Buyers with *20, 15, 10, 5* and *2* days notice of *approximate date ofreadiness for*~~the estimated time of arrival at the intended placeof drydocking/underwater – inspection/~~delivery. ***If however, approximate redelivery notice is received by Sellers fromCharterers (Deiulemor) earlier than Twenty (20) days, then Sellers to advisethe Buyers of such notice accordingly****.*Whenthe Vessel is at the place of delivery and in every respect physically readyfor delivery in accordance with this Agreement the Sellers shall give theBuyers a written Notice of Readiness for delivery.

b)**                       **TheVessel shall be delivered ***charterfree***and taken over ***with******clean swept holds**,*safety afloat at a safe and ***always***accessible berth, or ***safe***anchorage, at~~/in~~***a******place mutually agreeablebetween Sellers and Buyers,***

~~Inthe Sellers’ option.~~

Expected time of delivery: ***between 22nd October 2006 and 22ndFebruary 2007***

Data of cancelling (see Clauses 5 c), 6 b) (iii) and14): ***23rd February 2007in Buyers’ option.***

c)**                        **Ifthe Sellers anticipate that, notwithstanding the exercise of due diligence bythem, the Vessel will not be ready for delivery by the cancelling date they maynotify the Buyers in writing stating the date when they anticipate that theVessel will be ready for delivery and propose a new cancelling data. Uponreceipt of such notification the Buyers shall have the option of eithercancelling this Agreement in accordance with Clause 14 within 7 running days ofreceipt 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 receiptof the Sellers’

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notification or if the Buyers accept the new date, thedate proposed in the Sellers’ notification shall be deemed to be the newcancelling date and shall be substituted for the cancelling date stipulated inline 61.

If this Agreement is maintained with the newcancelling date all other terms and conditions hereof including those containedin 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 anyclaim for damages the Buyers may have under Clause 14 for the Vessel not beingready by the original cancelling date.

d)                        Shouldthe Vessel become an actual, constructive or compromised total loss beforedelivery the deposit together with interest earned shall be releasedimmediately to the Buyers whereafter this Agreement shall be null and void.

6**.**                          **Drydocking/Divers Inspection***(**see clause 17**)*

~~a)**~~           ~~The Sellers shall place the Vessel indrydock at the port of delivery for inspection by the Classification Society ofthe Vessel’s underwater parts below the deepest load line, the extent of theinspection being in accordance with the Classification Society’s rules. If therudder, propeller, bottom or other underwater parts below the deepest load lineare found broken, damaged or defective so as to affect the Vessel’s class, suchdefects shall be made good at the Sellers’ expense to the satisfaction of theClassification Society without condition/recommendation*.~~

~~b)**~~          ~~(i) The Vessel is to be delivered withoutdrydocking However, the Buyers shall have the right at their expense to arrangefor an underwater inspection by a diver approved by the Classification Societyprior to the delivery of the Vessel.**TheSellers shall at their cost make the Vessel available for such inspection. Theextent of the inspection and the conditions under which it is performed shallbe to the satisfaction of the Classification Society. If the conditions at theport of delivery are unsuitable for such inspection, the Sellers shall make the**Vessel available at a suitablealternative place near to the delivery port.~~

~~(ii) If the rudder, propeller, bottom or otherunderwater parts below the deepest load line are found broken, damaged ordefective so as to affect the Vessel’s class, then unless repairs can becarried out afloat to the satisfaction of the Classification Society, theSellers shall arrange for the Vessel to be drydocked at their expense forinspection by the Classification Society of the Vessel’s underwater parts belowthe deepest load line, the extent of the inspection being in accordance withthe Classification Society’s rules. If the rudder, propeller, bottom or otherunderwater parts below the deepest load line are found broken, damaged ordefective so as to affect the Vessel’s class, such defects shall be made goodby the Sellers at their expense to the satisfaction of the ClassificationSociety without condition/recommendation*. In such event the Sellers are to payalso for the cost of the underwater inspection and the Classification Society’sattendance.~~

~~(iii) If the Vessel is to be drydocked pursuant toClause 6 b) (ii) and no suitable dry docking facilities are available at theport of delivery, the Sellers shall take the Vessel to a port where suitabledrydocking facilities are available, whether within or outside the deliveryrange as per Clause 5 b). Once drydocking has taken place the Sellers shalldeliver the Vessel at a port within the delivery range as per Clause 5 b) whichshall, for the purpose of this Clause, become the new port of delivery. In suchevent the cancelling date provided for in Clause 5 b) shall be extended by theadditional time required for the drydocking and extra steaming, but limited toa maximum of 14 running days.~~

~~c)~~                         ~~If the Vessel is drydockedpursuant to Clause 6 a) or 6 b) above~~

~~(i) the Classification Society may require survey ofthe tailshaft system, the extent of the survey being to the satisfaction of theClassification surveyor. If such survey is not required by the ClassificationSociety, the Buyers shall have the right to require the tailshaft to be drawnand surveyed by the Classification Society, the extent of the survey being inaccordance with the Classification Society’s rules for tailshaft survey andconsistent with the current stage of the Vessel’s survey cycle. The Buyersshall declare whether they require the tailshaft to be drawn and surveyed notlater 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 asto affect the Vessel’s class, those parts shall be renewed or made good at theSellers’ expense to the satisfaction of the Classification Society without~~

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~~condition/recommendation*.~~

~~(ii) the expenses relating to the survey of thetailshaft system shall be borne by the Buyers unless the Classification Societyrequires such survey to be carried out, in which case the Sellers shall paythese expenses. The Sellers shall also pay the expenses if the Buyers requirethe survey and parts of the system are condemned or found defective or brokenso as to affect the Vessel’s class*.~~

~~(iii) the expenses in connection with putting theVessel in and taking her out of drydock, including the drydock dues and theClassification Society’s fees shall be paid by the Sellers if theClassification Society issues any condition/recommendation* as a result of thesurvey or if it requires survey of the tailshaft system. In all other cases theBuyers shall pay the aforesaid expenses, dues and fees.~~

~~(iv) the Buyers’ representative shall have the rightto be present in the drydock, but without interfering with the work or decisionsof the Classification surveyor.~~

~~(v) the Buyers shall have the right to have theunderwater parts of the Vessel cleaned and painted at their risk and expensewithout interfering with the Sellers’ or the Classification surveyor’s work, ifany, and without affecting the Vessel’s timely delivery. If, however, theBuyers’ work in drydock is still in progress when the Sellers have completedthe work which the Sellers are required to do, the additional docking timeneeded 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 Sellersmay upon completion of the Sellers’ work tender Notice of Readiness fordelivery whilst the Vessel is still in drydock and the Buyers shall be obligedto take delivery in accordance with Clause 3, whether the Vessel is in drydockor not and irrespective of Clause 5 b).~~

~~*~~                            ~~Notes, if any, in thesurveyor’s report which are accepted by the Classification Society withoutcondition/recommendation are not to be taken into account.~~

~~**~~                     *~~6 a) and 6 b) are alternatives; delete whichever is not applicable. Inthe absence of deletions, alternative 6 a) to apply.~~*

**7.**                         **Spares/bunkers, etc.**

The Sellers shall deliver the Vessel to the Buyerswith everything belonging to her on board, ~~and~~ on shore**and*on order.*All spare parts andspare equipment *which shall be at least tothe minimum requirements of the classification society and including otherspare parts on board the Vessel at Buyers’ inspection,~~~~*~~Includingspare tail and shaft/(s) and/or spare~~**propellers(s)/propellerblade(s), if any, belonging to the Vessel**atthe time of inspection used or unused, whether on board or not shall become theBuyers’ property. ~~but spares on order are to be excluded.~~Forwardingcharges, if any, shall be for the Buyers’ account. The Sellers are not requiredto replace spare parts including spare tail-end shaft(s) and sparepropeller(s)/propeller blade(s) which are taken out of spare and used asreplacement prior to delivery, but the replaced items shall be the property ofthe Buyers. ~~The radio installation~~*Allwireless*and**navigational*aids~~~~*~~equipment~~*which wereonboard the Vessel at the time of inspection except equipment hired or owned bythe charterers and the technical managers*shall be included in thesale without extra payment~~if they are the property of the Sellers~~. *All ~~Unused~~broached / unbroached*storesand provisions shall be included in the sale and be taken over by the Buyerswithout 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 withoutcompensation. Captain’s, Officers’ and Crew’s personal belongings including theslop chest are to be excluded from the sale, as well as the followingadditional items (including items on hire);

·       *Unliors Bottles*

·       *Videotel and Walport training videos*

·       *ECDIS software*

·       *TESMA SQEMS (electronic & hard copy)*

·       *SEP manual*

·       *(SOPEP) ship security plan and TESMA licensed software*

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The Buyers shall takeover the remaining bunkers and unused lubricating oils in storage tanks and ~~sealed~~*umbroached*drums*, greases and hydraulics* and pay the~~current~~*Sellers’* net*cost (purchase)*~~market~~ price (excluding barging expenses). *All prices to be evidencedby original invoices,*~~atthe port and date of delivery of the Vessel~~.

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

8.                          **Documentation *(seealso clause 18)***

The place of closing: ***London.******The cost of meeting room for closing includingcommunication and any incidental costs to be borne equally by Seller and Buyers***.

~~In exchange for payment of the Purchase Price the Sellers shall furnishthe Buyers with delivery documents, namely:~~

~~a)~~                         ~~Legal Bill of Sale in aform recordable in (the country in which the Buyers are to register theVessel), warranting that the Vessel is free from all encumbrances, mortgagesand maritime liens or any other debts or claims whatsoever, duly notariallyattested and legalized by the consul of such country or other competentauthority.~~

~~b)~~                        ~~Current Certificate ofOwnership issued by the competent authorities of the flag state of the Vessel.~~

~~c)~~                         ~~Confirmation of Classissued within 72 hours prior to delivery.~~

~~d)~~                        ~~Current Certificate issuedby the competent authorities stating that the Vessel is free from registeredencumbrances.~~

~~e)~~                         ~~Certificate of Deletion ofthe Vessel from the Vessel’s registry or other official evidence of deletionappropriate to the Vessel’s registry at the time of delivery, or, in the eventthat the registry does not as a matter practice issue such documentationimmediately, a written undertaking by the Sellers to effect deletion from theVessel’s registry forthwith and furnish a Certificate or other officialevidence of deletion to the Buyers promptly and latest within 4 (four) weeksafter the Purchase Price has been paid and the Vessel has been delivered.~~

~~f)~~                           ~~Any such additionaldocuments as may reasonably be required by the competent authorities for thepurpose of registering the Vessel, provided the Buyers notify the Sellers ofany such documents as soon as possible after the date of this Agreement.~~

At the time of delivery the Buyers and Sellers shallsign and deliver to each other a Protocol of Delivery and Acceptance confirmingthe date and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to theBuyers the classification certificate(s) as well as all plans/*manuals/drawings/charts and instruction books* etc., which are on board the Vessel *and in Sellers’ possession for the main engine / allauxiliaries / deck machinery/ radio and navigational equipment. Any such itemsheld in Owners office to be released to the Buyers at the time of delivery.*

Other certificates which are on board the Vessel shall also be handedover to the Buyers unless the Sellers are required to retain same, in whichcase the Buyers to have the right to take copies. Other technical documentationwhich may be in the Sellers’ possession shall be promptly forwarded to theBuyers at their expense, if they so request. The Sellers may keep the Vessel’slog books but the Buyers to have the right to take copies of same.

9.**                          Encumbrances**

The Sellers warrant that the Vessel, at the time ofdelivery, is free from allcharters, encumbrances, mortgages, ~~and~~maritime liens, *arrests, detentions, taxes*or any otherdebts *or**claims* whatsoever *and free of stowaways.* The Sellers herebyundertake to indemnify the Buyers against all consequences of claims madeagainst the Vessel which have been incurred prior to the time of delivery.

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10.                    **Taxes; etc.**

*Any taxes, fees and expensesconnected with the closing of the Sellers’ register, Sellers’ crew repatriationand all port charges on arrival and until delivery of the Vessel shall be forthe Sellers’ account.*Any taxes, fees and expenses inconnection with the purchase and registration under the Buyers’ flag shall befor the Buyers’ account *including all portcharges following delivery*.~~, whereas similar charges inconnection with the closing of the Sellers’ register shall be for the Sellers’account.~~

11.                    **Condition on delivery *(seealso Clauses 17)***

The Vessel witheverything belonging to her shall be at the Sellers’ risk and expense until sheis delivered to the Buyers, but subject to the terms and conditions of thisAgreement she shall be delivered and taken over *in substantially the same condition as when inspected*~~asshe was at the time of inspection~~, fair wear and tear excepted.

However, the Vessel shall be delivered with her *present*****classmaintained *free of*~~withoutconditional~~ recommendation*, free of average damage affecting the Vessel’sclass *and with all continuous survey cyclescompletely upto date with no outstanding items~~, and with her~~. All classand trading*~~classification~~ certificates ~~and national certificates~~,*as required under present flag to be*~~aswell as all other certificates the Vessel had at the time of inspection~~,*clean and valid for a minimum of Three (3) months ~~and~~from the date of*~~unextended without condition/recommendation* byClass or the relevant authorities at the time~~ of*delivery without extensions or notation. At the time of delivery theSellers to provide a certificate from the Vessel’s class confirming the presentclass is maintained without recommendations or notations.*

“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 overwithout inspection, the date of this Agreement shall be the relevant date.

*                            Notes,if any, in the surveyor’s report which are accepted by the ClassificationSociety 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 andalter funnel markings.

13.**                    Buyers’default**

Should the deposit not bepaid in accordance with Clause 2, the Sellers have the right to cancel thisAgreement, and they shall be entitled to claim compensation for their lossesand for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordancewith Clause 3, the Sellers have the right to cancel the Agreement, in whichcase the deposit together with interest earned shall be released to theSellers. If the deposit does not cover their loss, the Sellers shall beentitled to claim further compensation for their losses and for all expensesincurred together with interest.

14.                    **Sellers’ default**

Should the Sellers fail to give Notice of Readiness inaccordance with Clause 5 a) or fail to be ready to validly complete a legaltransfer by the date stipulated in line 61 the Buyers shall have the option ofcancelling this Agreement provided always that the Sellers shall be granted amaximum of 3 banking days after Notice of Readiness has been given to makearrangements for the documentation set out in Clause 8. If after Notice ofReadiness has been given but before the Buyers have taken delivery, the Vesselceases to be physically ready for delivery and is not made physically readyagain in every respect by the date stipulated in line 61 and new Notice ofReadiness given, the Buyers shall retain their option to cancel. In the eventthat the Buyers elect to cancel this Agreement the deposit together with ~~interestearned~~*any accrued interest*shall be released to them

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immediately.

Should the Sellers fail to give Notice of Readiness by the datestipulated in line 61 or fail to be ready to validly complete a legal transferas aforesaid they shall make due compensation to the Buyers for their loss andfor all expenses together with interest if their failure is due to proven negligenceand whether or not the Buyers cancel this Agreement.

**15.**       Buyers’ representatives

After this Agreement has been signed by both parties **via fax** and the **initial 5% (five per cent)** deposit has been lodged, the Buyers havethe right to place two representatives on board the Vessel at their sole riskand expense *upto the time and place ofdelivery, ~~upon~~*~~arrival at on or about~~

These representatives areon board for the purpose of familiarisation and in the capacity of observersonly, and they shall not interfere in any respect with the operation of theVessel. The Buyers’ representatives shall sign the Sellers’ letter of indemnityprior to their embarkation.

***Upon Sellerstendering the Two (2) days approximate notice of Vessel’s expected readiness totender the actual notice of readiness for delivery, the Buyers shall be allowedto place a further representative on board and up to Two (2) other crew membersto be allowed onboard during**daylighthours when Sellers crew shall demonstrate and familiarise Buyers’representatives/crew on the operation of the Vessels’ equipment, machinery andsystems.***

**16.**       Arbitration

a)*                  ThisAgreement shall be governed by and construed in accordance with English law andany dispute arising out of this Agreement shall be referred to arbitration inLondon in accordance with the Arbitration Acts 1950 and 1979 or any statutorymodification or re-enactment thereof for the time being in force, *arbitrators to be members of LMAA,*onearbitrator being appointed by each party. On the receipt by one party of thenomination in writing of the other party’s arbitrator, that party shall appointtheir arbitrator within fourteen days, failing which the decision of the singlearbitrator appointed shall apply. If two arbitrators property appointed shallnot agree they shall appoint an umpire whose decision shall be final.

~~b)*~~*                 ~~~~*~~ThisAgreement shall be governed by and construed in accordance with Title 9 of theUnited States Code and the Law of the State of New York and should any disputearise out of this Agreement, the matter in dispute shall be referred to threepersons at New York, one to be appointed by each of the parties hereto, and thethird by the two so chosen; their decision or that of any two of them shall befinal, and for purpose of enforcing any award, this Agreement may be made arule of the Court.~~

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

~~c)*~~                  ~~Any dispute arising out of thisAgreement shall be referred to arbitration at                        subject to the procedures applicable there. The lawsof                    shall govern the Agreement.~~

*                            *16 a), 16 b) and 16 c) are alternatives; deletewhichever is not applicable. In the absence of deletions, alternative 16 a) toapply.*

***Additional Clause17 to 20 herewith attached form an integral part of this Agreement****.*

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**Appendixto Memorandum of Agreement code-name SALEFORM 1993 – dated 30****th August 2006M/V “FOREMOST”**

**Clause17.**

The vessel is to be delivered without drydocking butBuyers shall have the right to request and carry out a divers inspection ofVessel’s underwater parts by Vessel’s class approved divers with videoequipment. Such underwater inspection to be attended by class surveyor, Buyers’representative and Sellers’ representative. Cost of divers and class surveyorfee for Buyers account. If the condition at the port of delivery are unsuitablefor such inspection, the Sellers shall make the Vessel available at a suitablealternative place in Sellers’ option in or near to such delivery port at theirown cost and expense.

If any damage is found affecting class which in theopinion of class surveyor present at inspection would constitute arecommendation requiring the Vessel to drydock immediately, then clause 6**of NSF 93 to apply and the Vessel to bedrydocked in accordance with the terms and conditions of said clause. Further,the cancelling date to be extended without any compensation and damages imposedon the Sellers for the period corresponding to that of the Sellers finding aproper drydock, transporting the Vessel from the port of underwater inspectionup to the drydock, and making and completing the required repair at thedrydock.

If any damage is found which in the opinion of classsurveyor present at inspection would constitute a recommendation not requiringthe Vessel to drydock until the next scheduled drydocking, then Sellers andBuyers to apply to two shipyards mutually agreed in the delivery area forquotations for repairs of said damage the cost to be the direct cost to repairsuch damage (ie no drydock fees, no offhire etc.).

Thereafter it shall be in the Sellers’ option whetherto repair said damages prior to delivery or to deliver the Vessel with saiddamage the buyers to take delivery with such class recommendation, against areduction in price of the cost of repairs, which to be defined as the averageof the two quotations obtained.

If no damage found by class surveyor to affect classthen the Vessel to be delivered without pre-delivery drydocking.

**Clause18.**

Sellers to assist Buyers and provide them with allinformation and original and copies of certificates as may be required forBuyers’ registration purposes. Agreement on list of delivery documents to beincorporated in this Agreement in a form of an Addendum. Photocopies of allexecuted delivery documents to be faxed to Buyers well in advance of delivery.

**Clause19.**

Sellers to provide a letter stating that to the bestof their knowledge the Vessel is not blacklisted by the Arab Boycott League inDamascus or any other nation or organisation.

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**Clause20.**

All details of this Agreement to be kept private andconfidential by both parties and is not to be discussed with any unrelatedthird parties.
| On behalf of the SELLERS |   | On behalf of the BUYERS |
|--------------------------|--------|-------------------------|
|                     |   |                    |
|                     |   |                    |
| /s/ Marcus Choleva       |   |                    |   |   | /s/ C. J. Hanson |   |
| Name:                    |   |                    |   | Name: | C. J. Hanson |
| Title:                   |   |                    |   | Title: | Director  Britannia Bulk Plc  31/08/2006 |
|                          |        |                         |  |  |  |  |  |

 

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**Addendum No. 1.**

**To the Memorandum of AgreementDated the 30th August 2006**

It is Agreed on this 22nd day of January 2007 the following documents inEnglish (or if not in English, translated into English and certified, signedand stamped, by a lawyer that the translation is true and accurate) will beprovided by the Seller to the Buyer and the Buyer to the Seller respectively atthe time of Closing in exchange for the Purchase Price. Except as otherwiseprovided or agreed copies of all documents will be sent by fax or e-mail to theBuyer and Seller respectively at least four (4) days prior to the date of theClosing.

**Documents to be provided by the Sellers**

1.                          LEGALBILL OF SALE in two originals, transferring the title of the whole of thevessel, “FREE FROM ALL ENCUMBRANCES, MORTGAGES AND MARITIME LIENS, OR ANY OTHERDEBTS OR CLAIMS WHATSOEVER”, duly notarised and apostilled.

2.                          OWNERSHIPAND FREE OF ENCUMBRANCES CERTIFICATE, issued on the day of delivery by theproper authorities (Panama Register), confirming that the Sellers are thecurrent owners and the Vessel is free of all encumbrances.

3.                          CLASSMAINTENANCE CERTIFICATE, by the vessel’s class association, stating that “thevessel is free of any conditions, recommendations and notations”, as perM.O.A., issued up to two (2) business days before closing.

4.                          MINUTESOF A MEETING OF THE BOARD OF DIRECTORS AND OFFICERS OF THE SELLERS, RESOLVINGTHE SALE OF THE VESSEL AND AUTHORISING THE SIGNATORY OF THE BILL OF SALE TOEFFECT THE TRANSFER OF THE VESSEL TO THE BUYERS.

5.                          POWEROF ATTORNEY, in favour of the person who will sign the Bill of Sale and effectthe transfer of ownership of the vessel to the contracted Buyers notarised andapostilled.

6.                          CERTIFIEDTRUE COPY OF THE CERTIFICATE OF INCORPORATION, ARTICLES OF INCORPORATION AND BYLAWS OF THE SELLERS TO BE NOTARISED AND APOSTILLED.

7.                          CommercialInvoices, on the Sellers’ Letterhead paper, for the Vessel’s price andremaining bunkers and lubricants in triplicate.

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8.                          Letterof Undertaking from the Sellers, on the Sellers’ Letterhead paper, to confirmthat the Vessel has not been blacklisted by any nation and organisationincluding but not limited to the Arab Boycott League in Damascus.

9.                          Letterof Undertaking from the Sellers stating, Vessel is to be delivered free of PortState Control deficiencies and detentions, at the time of, and at the port of,delivery.

10.                    OriginalGood Standing Certificate issued by Isle of Man authorities showing Directors.

11.                    Thefollowing certificates/documents to be delivered on board the Vessel (and faxedto Buyers earliest possible but not later than five days prior to**delivery):

1)                         Copy ofVessel’s Certificate of Registry

2)                         OriginalCertificate of Classification

3)                         OriginalInternational Tonnage Certificate

4)                         OriginalInternational Load Line Certificate

5)                         OriginalSafety Radio Telegraphy Certificate

6)                         OriginalSafety Equipment Certificate (Safety items certificates i.e. for Life Rafts,Fire extinguishers, Breathing Apparatus, E.B.B.D. Co2 inengine room)

7)                         OriginalInternational Oil Pollution Prevention Certificate (IOPP-MARPOL)

8)                         a.         Original of the latest ContinuousSynopsis Record (attached by form II and form III, if any)

b.         Original of previous ContinuousSynopsis Record Number, if any (attached by form II and form III)

9)                         Copy ofRadio Licence

10)                   Copy of MinimumSafe Manning Certificate

11)                   GMDSS equipmentlist + amendments including approved drawings of GMDSS station and AIS

12)                   Copy of Lastss/drydocking Survey report and all Class Survey report as found on boardincluding up-dated Class survey Status

13)                   Original SafetyConstruction Certificate

14)                   OriginalDeratting Exemption Certificate

15)                   Original Suez & Panama Canal Tonnage Certificates

16)                   Ship’s securitycertificate

17)                   Trim andstability booklet with class endorsement

18)                   BC CodeCertificate

19)                   Complete ESPfile up to date including all thickness measurement reports.

20)                   Cargo SecuringManual

21)                   Copy of latestentries in the Garbage Manual

22)                   Cargo GearEquipment Certificates

23)                   ApprovedLoading Manual and Grain Loading

24)                   Class approvedLoading Program including a approved manuals and test conditions

25)                   OriginalContinuous Synopsis Record (CSR) fully up to date Certificate

26)                   Classassessment and approvals of all URS requirements

27)                   Class approveddrawings of water ingress detection system

28)                   Originalcrew accommodation certificate including all records and reports

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12.                    Letterfrom the Sellers confirming that all crew wages and dues are fully paid up toand including the date of delivery and those costs covering the repatriation ofthe crew.

13.                    Letterof Undertaking from the Sellers to indemnify the Buyers against allconsequences of claims made against the vessel which have been incurred priorto the time of delivery.

**Documents to be provided by the Buyers**

A.      Corporate resolution andMinutes of a Meeting of the directors of Navigator Bulk Services S.A.,resolving the purchase and taking delivery of the Vessel and authorizing thesignatory of the relevant documents, hereunder the MOA and the Protocol of Deliveryand Acceptance.

B.        Power of Attorney grantingthe necessary authority for completion of the transfer of the Vessel torepresentatives of Buyers, which are not mentioned as having the necessaryauthority in the legal opinion to be provided by the Buyers such Power ofAttorney to be duly notarized and legalized/apostilled.

C.        Certified copy of theArticles of Association of Navigator Bulk Services S.A.

D.       Legal opinion that theBuyer is acting within the Articles of Association, and that representatives whodo not have a Power of Attorney can act on behalf of and with binding effect onthe Buyers, such opinion to be issued by an attorney who is certified topractice in the country of incorporation of the Buyer such Legal Opinion to beduly notarized and legalized/apostilled.

E.         Letter from thePanamanian Consulate showing that the Panama Government has no objection thatthe Vessel be sold to Navigator Bulk Services S.A.

F.         Undertaking on Buyers’letterhead with the following wording: “We refer to a memorandum of agreementdated 30 August (the “MOA”). Britannia Bulk PLC hereby informs that it has madeuse of its right to nominate a different buyer. The nominated buyer isNavigator Bulk Services S.A. and Britannia Bulk PLC hereby undertakes toguarantee for the correct fulfilment of the MOA by Navigator Bulk Services S.A.”

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##### **Documents to beprovided jointly by Buyers and Sellers**

I.         Letter of Undertaking concerning the payment of the Bunkers

II.        Letter concerning the dual execution ofthe memorandum of Agreement

III.                    At the time ofdelivery of the Vessel safely afloat, free from all encumbrances, mortgages,and maritime liens, in accordance with the Memorandum of Agreement dated August30, 2006 the Buyers, Messrs, Navigator Bulk Services S.A. and Sellers, Messrs,Pan Shipping L.P., of Isle of Man shall sign and deliver to each other aProtocol of Delivery and Acceptance confirming the date and time of delivery ofthe Vessel from the Sellers to the Buyers. The Protocol of Delivery andAcceptance shall be executed and signed by the both the Buyers and the Sellers.

To which the Parties haveset their hand on the day and date first above written
| /s/ C.J. Hanson               |   |                          | /s/ Marcus Choleva |   |
|-------------------------------|--------|-------------------------------|--------------------|--------|
| Navigator Bulk  Services S.A. |   | Pan Shipping L.P              |
|                          |   | (Marcus Choleva  on behalf of |
|                          |   | Pan Shipping LP)              |

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**EXHIBIT B**

**RESOLUTIONS OF BRITANNIA BULK PLCANDNAVIGATOR BULK SERVICES S.A.**

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**BRITANNIA BULK PLC**

**(Registered Number 03842976)(the “Company”)**

**MINUTES** of a meeting of the Board ofDirectors of the Company on 14 February 2007 at 9:30 am.
| PRESENT:     | Arvid Tage       | Chairman |
|--------------|------------------|----------|
|         | Clifford Hanson  |     |
|         | David Znak       |     |
|         | Serguei Zoudov   |     |
|         | Fariyal Khanbabi |     |
|         |             |     |
| NOT PRESENT: | Rex Harrington   |     |

 

**1.**                         CHAIRMAN,NOTICE AND QUORUM

1.1                    ArvidTage took the chair (the **“Chairman”)**forthe meeting.

1.2                    TheChairman noted that a quorum was present and that due notice of the meeting hadbeen given to all Directors. Accordingly, the Chairman declared the meetingopen.

**2.**                         NOTIFICATIONOF INTERESTS

In accordance withsection 317 of the Companies Act 1985, each of the Directors present declaredhis interest as a Director in the business to be transacted at the meeting.

**3.**                         BUSINESSOF THE MEETING

3.1                    TheChairman noted that the Company, as debtor, had entered into a VesselAcquisition Account and Security Agreement dated  16 November 2006 with Wilmington TrustCompany, as trustee, (the “**VAASA**”)and that pursuant to clause 6.2(b) of the VAASA, the Company was entitled towithdraw funds from the Vessel Acquisition Account (as defined in the VAASA) toacquire marine vessels flagged under certain jurisdictions.

3.2                    TheChairman noted that the Company, as buyer, had entered into a Memorandum ofAgreement dated 30 August 2006 with Pan Shipping L.P. c/o WallbrookTrustees (IOM) Limited, as seller, in respect of the sale and purchase of aPanamanian flagged vessel built in November 1998 and known as “Foremost”.

3.3                    TheChairman also noted that pursuant to clause 6.2(b)(vii) of the VAASA, theCompany, or a Restricted Subsidiary (as defined in the VAASA), was under an

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obligation to enter intoa binding Time Charter with a third party, that is not an affiliate of theCompany or a Restricted Subsidiary, with respect to Foremost for a minimum termof 2 years and on terms reasonably believed by the Board of Directors of theCompany to be commercially reasonable and consistent with industry practice.

3.4                    TheChairman further noted that Navigator Bulk Services S.A., a RestrictedSubsidiary incorporated in Panama, had entered into a Time Charter dated 22December 2006 with Glory Wealth Shipping Service Ltd., as charterer,  (the **“Charter”)**for a minimum period of 24months and a maximum period of 26 months in respect of Foremost.

3.5                    Itwas reported that the purpose of the meeting was to consider and, if thoughtfit, to resolve to ratify and approve the entry by Navigator Bulk Services S.A.into the Charter.

**4.        PRODUCTIONAND CONSIDERATION OF DOCUMENTS**

4.1**                   **Acopy of the Charter was produced to the meeting.

4.2                    TheCharter was carefully considered by the Board and **IT WAS RESOLVED THAT:**

(a)                    the terms andconditions of the Charter were commercially reasonable and consistent withindustry practice;

(b)                   it was bonafide in the best commercial interests of the Company and its wholly-ownedsubsidiary, Navigator Bulk Services S.A., to enter into the Charter; and

(c)                    all acts takenand transactions or agreements made prior to the adoption of these resolutionsby any of the Directors in the name of the Company or Navigator Bulk ServicesS.A. in connection with the foregoing matters, are hereby ratified, confirmedand adopted by the Company.

**5.        CLOSE**

There being no further business, the Chairman broughtthe meeting to a close.

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|                                                                            |   |
|----------------------------------------------------------------------------|--------|
|  /s/ Arvid Tage                                                       |   |   |
| **Chairman**                                                               |   |
|                                                                       |   |
|                                                                       |   |
| Date:           February 2007 |   |
|                                                                            |        |  |

 

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**NAVIGATORBULK SERVICES S.A. (THE “COMPANY”)**

**MINUTESOF A MEETING OF**

**THEBOARD OF DIRECTORS**

# **HELD ON14 FEBRUARY, 2007 AT 10:45 A.M. IN THE CITY OF LONDON**

Present in person or byproxy: Messrs: Arvid Tage, David Myron Znak, Sergei Zoudov, Clifford JohnHanson and Ms. Fariyal Khanbabi, being all the members of the Board ofDirectors.

Notice to the meeting was waived by all present.

Mr. Arvid Tage President of the Company declaredthe meeting opened and Ms. Fariyal Khanbabi, the Secretary took theminutes thereof.

The President brought up for discussion the followingconsiderations, which were unanimously approved:

The Company, organizedunder the laws of the Republic of Panama, hereby consents to the adoption ofthe following resolutions and to the taking of the actions contemplatedthereby, in each case with the same force and effect as if presented to andadopted at a meeting of said Board of Directors (the**“Board”):**

WHEREAS, Britannia BulkPlc (“**Britannia Bulk**”) intends torequest the withdrawal of funds, in connection with the acquisition of avessel, from a vessel acquisition account established by that certain VesselAcquisition Account and Security Agreement (the “**VAASA**”) dated November 16, 2006 by and between Britannia Bulkand Wilmington Trust Company, as trustee (the “**Trustee**”).

WHEREAS, Britannia Bulk, as buyer, has entered into a**Memorandum of Agreement dated August 30,2006 with Pan Shipping L.P. c/o Wallbrook Trustees (IOM) Limited, as seller, inrespect of the sale and purchase of the “Foremost” a Panamanian flagged vesselbuilt in November 1995.

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WHEREAS, under theprovisions of the VAASA, it is a condition precedent to the withdrawal of fundsfrom the vessel acquisition account for the Company to (i) enter into a bindingTime Charter with a third party, that is not an affiliate of the Company orBritannia Bulk, with respect to Foremost for a minimum term of 2 years and onterms reasonably believed by the board of Britannia Bulk to be commerciallyreasonable and consistent with industry practice and (ii) deliver to theTrustee a ship mortgage in a form reasonably satisfactory to the Trusteegranting to the Trustee a first priority lien over Foremost subject toPermitted Collateral Liens (as defined in the VAASA) (the “**Ship Mortgage**”).

WHEREAS, the Company has entered into a Time Charterdated 22 December 2006 with Glory Wealth Shipping Service Ltd., as charterer,(the “**Charter**”) for a minimumperiod of 24 months and a maximum period of 26 months in respect of Foremost.

WHEREAS, the Board has determined that the Companywill derive economic and other benefits from the entering into the **Charter**.:

Afterconsiderations were duly made by the Board members,

**IT WAS RESOLVED:**

**FIRST:** that theterms and conditions of the Charter were commercially reasonable and consistentwith industry practice.

**SECOND:** that it wasbona fide and in the best commercial interests of the Company to enter into theCharter.

**THIRD:** to approvethe form, terms and provisions of the Ship Mortgage in the form presented tothis meeting and to approve the entry by the Company, as mortgagor, into theShip Mortgage for the benefit of the Trustee, as mortgagee.

**FOURTH:** toauthorize any officer or director of the Company, as attorneys in fact of theCompany, each of them acting individually, to act on behalf of the Company andsign the Ship Mortgage as well as any other document related or necessary tocomplete the validity of same (including, but not limited to, the Acceptance ofSale of the Foremost for the registration of ownership title in the Republic of Panama).

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**FIFTH:**thatany of said officers or  directorsis hereby authorized in the name of and on behalf of the Company to take suchfurther action and to do all things that may appear in his or her discretion tobe necessary in connection with renewals, extensions for any period, increases,amendments, modifications, rearrangements, restatements, retirements and/orcompromises of the Ship Mortgage or other documents executed in connection withthe resolutions described above.

**SIXTH:**thatany of said officers or directors is authorized and empowered to do or cause tobe done all such acts or things and to sign and deliver, or cause to be signedand delivered, all such documents, agreements, contracts, instruments, certificatesand other written obligations (including, without limitation, the Ship Mortgageand any and all notices and certificates required or permitted to be given ormade to the Trustee under the terms of any of the instruments executed onbehalf of the Company in connection with the resolutions described above), inthe name and on behalf of the Company or otherwise, as any of said officers ordirectors, in his or her discretion, may deem necessary, advisable orappropriate to effectuate or carry out the purposes and intent of the foregoingresolutions and to perform the obligations of the Company under all documents,agreements, contracts, certificates, instruments or other written obligationsexecuted on behalf of the Company in connection with the foregoing resolutions;

**SEVENTH:**that the execution by any of said officers or directors ofany document authorized by the foregoing resolutions or any document executedin the accomplishment of any action or actions so authorized, is (or shallbecome upon delivery) the enforceable and binding act and obligation of theCompany, without the necessity of the signature or attestation of any otherofficer or director of the Company or the affixing of the corporate seal; and

**EIGHTH:**thatall acts, transactions, or agreements undertaken prior to the adoption of theseresolutions by any of the officers, directors or representatives of the Companyin its name and for its account with the Trustee in connection with theforegoing matters are hereby ratified, confirmed and adopted by the Company.

There being no further business brought up fordiscussion, the meeting was closed.
| (Original signed) Arvid Tage | (Original signed) Ms. Fariyal Khanbabi |
|------------------------------|----------------------------------------|

 

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| President / Director | Secretary / Director |
|----------------------|----------------------|

 

The undersigned Ms. Fariyal Khanbabi, Secretary of the Company, herebyconfirm that the above is a true extract of the minutes of the Meeting of theBoard of Directors of the Company held on 14 February, 2007.

London,
|                       |   |
|-----------------------|--------|
| /s/ Fariyal  Khanbabi |   |   |
| Ms. Fariyal  Khanbabi |   |
|                       |        |  |

 

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