**Exhibit 4.8**
| **MEMORANDUM OF AGREEMENT**  Dated: ***12******th March, 2007*** |   | Norwegian Shipbroker’  Association’s Memorandum of Agreement for sale and purchase of ships. Adopted  by The Baltic and International Maritime Council (BIMCO) in 1956. |
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|                                                                  |   | Code-name**SALEFORM 1993**

Revised 1966, 1983 and  1986/87.                                                                                                                      |

 

***Argo ShipholdingInc. of Marshall Islands***Hereinafter called the Sellers, have agreed to sell, and***Britannia Bulk Plc ofLondon or their guaranteed nominee***Hereinafter called the Buyers, have agreed to buy

Name:***m/vNikoplos***

Classification Society/Class: ***N.K.K***
| Built: ***1983***                            |   | By: ***Hakodate Dock Co Ltd, Hakodate,  Japan*** |
|----------------------------------------------|--------|--------------------------------------------------|
|                                         |   |                                             |
| Flag:**Panama**                              |   | Place of  registration: ***Panama***             |
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| Call Sign: ***H9JH***                        |   | Grt/Nrt: ***18,596/10,026***                     |
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| ~~Register~~***IMO***  Number: ***8208945*** |   |                                             |

 

Hereinafter called the Vessel, on the following terms and conditions:

Definition

“Banking days” are days on which banks are open bothin the country of the currency stipulated for the Purchase Price in Clause 1and in the place of closing stipulated in Clause 8.

“In writing” or “written” means a letter handed overfrom the Sellers to the Buyers or vice versa, a registered letter, telex,telefex or other modern form of written communication.

“Classification Society” or “Class” means the Society referred to in line4.

1.         **Purchase price**

***USD 10,750,000cash, (United States Dollars Ten Million Seven Hundred Fifty Thousand only)***

2.                          **Deposit**

As security for the correct fulfillment of thisAgreement the Buyers shall pay a deposit of 10% (ten per cent) of the PurchasePrice within ***three (3)Athens/London/New York*****bankingdays from the date of this Agreement **signed *by Sellers and Buyers by fax******and the opening*****of *the joint bankaccount***. This deposit shall be placed with ***Egnatia Bank S.A., KolokotroniStreet*& *11**Merarchias Street, 18535**Piraeous, Greece, swift code: EGNAGR2T***and held by them in a joint ***interest******bearing***account for the Sellersand the Buyers, to be released in accordance with joint written instructions ofthe Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Anyfee charged for holding the said deposit shall be borne equally by the Sellersand the Buyers. ***The costof meeting room for closing including communication and any incidental costs tobe borne equally by Sellers and Buyers****.*

3.                          **Payment**

The ***10% deposit will be released and the*****said Purchase Price shall be paid in fullfree of bank charges to ***EgnatiaBank S.A., 116 Kolokotroni Street & 11 Merarchias Street, 18535 Piraeus,Greece*, *swift**code:EGNAGR2T, Beneficiary: Argo Shipholding Inc, USD Account No.:0095369427, IBANNo*.: *GR97* 0280 *3010 0000 0003 5369 427, Correspondent Bank in US*:*****American Express BankLtd, N.Y., U.S.A., Account No.: 717066, swift code: AElBUS33 or Bank of NewYork, N.Y., U.S.A., Account No.: 890-0055-****** 561,swift code: IRVTUS3N*** on delivery of vessel ***in exchange for the agreed deliverydocuments***, but not later than 3 ***Athens/London/New York*** banking daysafter the Vessel is in every respect physically ready for delivery inaccordance with the terms and conditions of this Agreement and Notice ofReadiness has been given in accordance with clause 5.

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**4.**                         **Inspections**

a)*                  TheBuyers have inspected and accepted the Vessel’s classification records ***including steel**gaugings****.*The Buyers have also inspected the Vessel at/in ***Nueva Palmira***on ***7******th February 2007*****and have accepted the Vessel followingthis inspection and the sale is outright and definite, subject only to theterms and conditions of this Agreement.

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

~~The Seller 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 deck 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 this Agreement, provided theSellers receive written notice of acceptance from the Buyers within 72 hoursafter completion of such inspection.~~

~~Should notice of acceptance of the Vessel’sclassification records and of the Vessel not be received by the Sellers asaforesaid, the deposit together with interest earned shall be releasedimmediately to the Buyers, whereafter this Agreement shall be null and void.~~

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

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

a)                         The  Sellers shall keep the  Buyers wellinformed  of the Vessel’s itinerary andshall provide the Buyers with ***25/15/10/5/2 days notice of approximate date of***~~anddays notice of the estimated time of arrival at the intended place ofdrydocking/underwater inspection~~***/readiness* for delivery***.*When the Vessel is at the place ofdelivery and in every respect physically ready for delivery in accordance withthis Agreement, the Sellers shall give the Buyers a written Notice of Readinessfor delivery.

b)                        The Vesselshall be delivered and taken over ***with the time charter attached, with clean swept holds, freeof stowaways, at a safe port and always accessible safe berth or safe anchorage***safely afloat ~~at a safe and accessible berth or anchorage at/in~~***within full Atlantic, i.e.Montreal/Bahia Blanca range including Carribean, Skaw/Pointe Noire rangeincluding Baltic/Mediterranean/Black Sea within trading limits Cape Town/Maputorange, excluding U.S.A***

In the Sellers’ option.

c)                         Expectedtime or delivery: ***Between5******th April2007 – 10******th May2007 in Sellers’ option***

Date of cancelling (see clauses 5 c),6 b) (iii) and 14): ***10******th May 2007 in Buyers’ option***

If the Sellers anticipate that, notwithstanding theexercise of due diligence by them, the Vessel will not be ready for delivery bythe cancelling date they may notify the Buyers in writing stating the date whenthey anticipate that the Vessel will be ready for delivery and propose a newcancelling date. Upon receipt of such notification the Buyers shall have theoption of either cancelling this Agreement in accordance with Clause 14 within7 running days of receipt of the notice or of accepting the new date as the newcancelling date. If the Buyers have not declared their option within 7 runningdays of receipt of the Sellers’notification or if the Buyers accept thenew date, the date proposed in the Sellers’ notification shall be deemed to bethe new cancelling date and shall be substituted for the cancelling datestipulated in line 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.

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d)                        Should theVessel become an actual, constructive or compromised total loss before deliverythe deposit together with interest earned shall be released immediately to theBuyers whereafter this Agreement shall be null and void.

**6.****                         Drydocking/DiversInspection**

a)**           ~~The Sellers shallplace the Vessel in drydock at the port of delivery for inspection by theClassification Society of the Vessel’s underwater parts below the deepest loadline, the extent of the inspection being in accordance with ClassificationSociety’s rules. If the rudder, propeller, bottom or other underwater partsbelow the deepest load line are found broken, damaged or defective so as toaffect the Vessel’s class, such defects shall be made good at the Sellers’expense to the satisfaction of the Classification Society withoutcondition/recommendation*.~~

b)**          ~~(i)        The Vessel is to be delivered withoutdrydocking. However, the Buyers shall have the right at their expense toarrange for an underwater inspection by a diver approved by the Classificationsociety prior to the delivery of the Vessel. The Sellers shall at their costmake the Vessel available for such inspection. The extent of the inspection andthe conditions under which it is performed shall be to the satisfaction of theClassification Society. If the conditions at the port of delivery areunsuitable for such inspection, the Sellers shall make the Vessel available ata suitable alternative place near to the delivery port.~~

~~(ii)       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, thenunless repairs can be carried out afloat to the satisfaction of theClassification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection  by the Classification societyof the 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 effect the Vessel’s class, suchdefects shall be made good by the Sellers at their expense to the satisfactionof the classification society without condition/recommendation*. In such eventthe Sellers are to pay also for the cost of the underwater inspection and theClassification Society’s attendance.~~

~~(iii)      If the Vessel is to be drydocked pursuantto Clause 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 dry docking and extra steaming, but limited toa maximum of 14 running days.~~

c)                         ~~If thevessel is drydocked pursuant to Clause 6 a) or 6 b) above~~

~~(i)        theClassification Society may require survey of the tailshaft system, the extentof the survey being to the satisfaction of the Classification surveyor. If suchsurvey is not required by the Classification Society, the Buyers shall have theright to require the tailshaft to be drawn and surveyed by ClassificationSociety, the extent of the survey being in accordance with the ClassificationSociety’s rules for tailshaft survey and consistent with the current stage ofthe Vessel survey cycle. The Buyers shall declare whether they require thetailshaft to be drawn and surveyed not later than by the completion of theinspection of the Classification Society. The drawing and refitting of thetailshaft shall be arranged by the Sellers. Should any parts of the tailshaftsystem be condemned or found defective so as to effect the Vessel’s class,those parts shall be renewed or made good at the Sellers’ expense to thesatisfaction of the Classification Society without condition/recommendation*.~~

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~~(ii)       the expenses relating to the survey ofthe tailshaft system shall be borne by the Buyers unless the ClassificationSociety requires such survey to be carried out, in which case the Sellers shallpay these expenses. The Sellers shall also pay the expenses if the Buyersrequire the survey and parts of the system are condemned or found defective orbroken so as to affect the vessel’s class*.~~

~~(iii)      theexpenses in connection with putting the Vessel in and taking her out ofdrydock, including the drydock dues and the Classification Society’s fees shallbe paid by the Sellers if the Classification Society issues anycondition/recommendation* as a result of the survey or if it requires survey ofthe tailshaft system. In all other cases the Buyers shall pay the aforesaidexpenses, dues and fees.~~

~~(iv)     the Buyers’ representative shall have theright to be present in the drydock, but without interfering with the work ordecisions of the Classification surveyor.~~

~~(v)      the Buyers shall have the right to havethe underwater parts of the Vessel cleaned and painted at their risk andexpense without interfering with the Sellers’ or the Classifications surveyor’swork, if any, and without affecting the Vessel’s timely delivery. If, however,the Buyers’ work in drydock is still in progress when the Sellers havecompleted the work which the Sellers are required to do, the additional dockingtime needed to complete the Buyers’ work shall be for the Buyers’ risk andexpense. In the event that the Buyers’ work requires such additional time, theSellers may 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).~~

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

~~**       6a) and 6b) are alternatives; delete whichever is notapplicable. In the 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.*** Allspare parts and spare equipment including spare tail-end shaft(s) and/or sparepropeller(s)/propeller blade(s), if any, belonging to the Vessel at the time ofinspection used or unused, whether on board or not shall become the Buyers’property, ~~but spares on order are to be excluded~~. Forwarding charges, ifany, shall be for the Buyers’ account. The Sellers are not required to replacespare parts including spare tail-end shaft(s) and spare propeller(s)/propellerblade(s) which are taken out of spare and used as replacement prior todelivery, but the replaced items shall be the property of the Buyers. The radioinstallation and navigational equipment shall be included in the sale withoutextra payment if they are the property of the Sellers. Unused stores andprovisions 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 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): ***Oxygen/Acetylene/Freon  bottles and Mini-M***. ***With reference to slop chest,Sellers will revert prior to delivery if this is available for purchase by thebuyers and the contents therein***.

The Buyers shall take over the remaining bunkers which ***are charterars property***and unused lubricating oils in storage tanks and **sealed unbroached** drums, ***greases and hydraulics and pay for unused luboils at Sellers’******net cost (purchase price)***~~and pay the current net market price~~ (excluding barging **costs**~~expenses) at the port and date ofdelivery of the Vessel~~. ***All prices to be evidenced by original if available, or relevant copiesof invoices***. Payment under this Clause shall be made at the sametime and place and in the same currency as the Purchase Price.

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**8.****                         Documentation.(see also clause 16)**

The place of closing: ***Athens - Greece***

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

~~a)~~                         ~~Legal Bill of Sale in aform recordable in            (the country in which the Buyers are to register the Vessel), warranting thatthe Vessel is free from all encumbrances, mortgages and maritime liens or anyother debts or claims whatsoever, duly notarially attested and legalized by theconsul of such country or other competent authority.~~

~~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 registerencumbrances.~~

~~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 of 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)~~                           ~~Anysuch additional documents as may reasonably be required by the competentauthorities for the purpose of registering the Vessel provided the Buyersnotify the Sellers of any such documents as soon as possible after the date ofthis 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 etc., ***manuals, drawings, charts andinstruction books*** which are on board the Vessel. Othercertificates which are onboard the Vessel shall also be handed over to theBuyers unless the Sellers are required to retain same, in which case the Buyersto have the right to take copies. Other technical documentation ***for main engine/all auxiliaries/dockmachinery/radio and navigational equipment*** which may be in the Sellers’possession shall be promptly forwarded to the Buyers ***technical managers in Denmark within7******  ****** daysof delivery of the vessel***, at Buyers expense. If they so request. The Sellers may keep the Vessel’ a logbooks 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 any ~~all charters~~, encumbrances, mortgages andmaritime liens, ***arrests,free of any overdue port state control detentions/deficiencies existing at thetime of delivery*** or any other debts/***taxes/claims***whatsoever. The Sellers hereby undertake to indemnify the Buyers against allconsequences of claims made against the Vessel which have been incurred priorto the time of delivery.

**10.      Taxes, etc.**

Any taxes, fees and expenses in connection with thepurchase and registration under the Buyers’ flag shall be for the Buyersaccount ***including allport charges following delivery***, where as similar charges inconnection with the closing of the Sellers’ register, ***Sellers’ crew repatriation and allport charges on arrival and until delivery of the vessel*** shallbe for the Sellers’ account.

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**11.      Condition on delivery**

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 thisAgreements she shall be delivered and taken over as she was at the time ofinspection, fair wear and tear excepted.

However, the Vessel shallbe delivered with her *present*class maintained *with one outstandingrecommendation set out on 29 April 2006 at Itaqui and which is due fornext drydocking*, ~~without condition/recommendation*~~, free ofaverage damage affecting the Vessel’s class, *freeof any overdue port state control detentions/deficiencies existing at the timeof delivery and with all continuous survey cycles completely upto date with nooutstanding items* and with her classification certificates andnational/international trading certificates, as well as all other certificatesthe Vessel had at the time of inspection *asrequired under present flag to be clean and* valid *for a minimum of three (3) months*~~andunextended without condition/recommendation* by Class or the relevantauthorities at~~*from* the datetime of delivery *without extensions. Vesselis in compliance with all updated regulations including IACS URS requirementsand SOLAS requirements and same can be confirmed by reviewing the survey statusor the class records. At the time of delivery Sellers to provide a certificatefrom the vessel’s class confirming the present class is maintained with oneoutstanding recommendation set out on 29 April 2006 at Itaqui, and which is duefor next drydocking.*

“Inspection” in this Clause 11, shall mean the Buyers’inspection according to Clause 4 a) or 4 b), if applicable, or the buyersinspection 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 reports which are acceptedby the Classification Society without condition/recommendation are not to betaken into account.

**12.      Name/markings**

Upon delivery the Buyers undertake to change the nameof the Vessel and after 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 be entitledto claim further compensation for their losses and for all expenses incurredtogether with interest.

**14.****                  Sellers’ default**

Should the Sellers failto give Notice of Readiness in accordance with Clause 5 a) or fail to be readyto validly complete a legal transfer by the date stipulated in line 61 theBuyers shall have the option of cancelling this Agreement provided always thatthe Sellers shall be granted a maximum of 3 banking days after Notice ofReadiness has been given to make arrangements for the documentation set out inClause 8. If after Notice of Readiness has been given but before the Buyershave taken delivery, the Vessel ceases to be physically ready for delivery andis not made physically ready again in every respect by the date stipulated inline 61 and new Notice of Readiness given, the Buyers shall retain their optionto cancel. In the event that the Buyers elect to cancel this Agreement thedeposit together with interest earned shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness bythe date stipulated in line 61 or fail to be ready to validly complete a legaltransfer as aforesaid they shall make due compensation to the Buyers for theirloss and for all expenses together with interest if their failure is due toproven negligence and whether or not the Buyers cancel this Agreement.

**15.****                  Buyers’representatives**

After this Agreement has been signed *by fax* by both parties and the deposit hasbeen lodged, the Buyers

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have the right to placetwo representatives on board the Vessel at their sole risk and expense ~~uponarrival at on or about~~***upto the time and place ofdelivery.***

These representatives are on board for the purpose offamiliarisation and in the capacity of observers only, and they shall notinterfere in any respect with the operation of the Vessel. The Buyers’representatives shall sign the Sellers’ letter of indemnity prior to theirembarkation. ***Upon Sellers tendering NORand unconditional acceptance thereof by the Buyers (for avoidance of doubt,unconditional acceptance solely relates to any issues arising from the vessel’sdemonstration only under this clause), the Buyers shall be allowed to place afurther representative on board and up to 2 other crew members to be allowed onboard during daylight hours when Sellers crew shall demonstrate and familiariseBuyers representatives/crew on the operation of the Vessel’s equipment,machinery and systems. Buyers’ representatives/crew to sign Sellers LOI beforeboarding the vessel and in no case to interfere with the vessel’s operation.Above demonstration shall be at the sole discretion of the Master of theVessel.***

**16.      Arbitration**

a)*                  This Agreementshall be governed by and construed in accordance with English law and anydispute 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, 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 properly appointed shallnot agree they shall appoint an umpire whose decision shall be final.

***Arbitrators to be appointed bythe London Maritime Arbitrators Association.***

b)*                 ~~This Agreementshall be governed by and construed in accordance with Title 9 of the UnitedStage Code and the Law of the State of New York and should any dispute ariseout of this Agreement, the matter in dispute shall be referred to three personsat New York, one to be appointed by each of the parties hereto, and the thirdby 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 ofthe Court.~~

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

c)*                  ~~Anydispute arising out of this Agreement shall be referred to arbitration at                                                           ,subject to the procedures applicable there. The laws of                                           shall govern this Agreement.~~

*                            ~~16a),16b) and 16c) are alternatives; delete whichever is not applicable. In theabsence of deletions, alternative 16 a) to apply.~~

***CLAUSES 17 TO 22 (APPENDIX)HERETO FORM AN INTEGRAL PART OF THIS CONTRACT***

[SEAL]

Copyright: Norwegian Shipbrokers’ Association, Oslo, Norway.Printed and sold by S-Gruppen A/S., Halvorsen & Larsen Oslo, Norway.Fax: 47-22-25 28 68. Phone: 47-22-25 81 90.

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**Appendixto Memorandum of Agreement code-name SALEFORM 1993**dated 12th March, 2007 - m/v **“Nikoplos”**

**CLAUSE 17**

THE VESSEL IS TO BE DELIVERED WITHOUT DRYDOCKING BUTBUYERS SHALL HAVE THE RIGHT TO REQUEST AND CARRY OUT A DIVERS INSPECTION OFVESSELS UNDERWATER PARTS BY VESSELS CLASS APPROVED DIVERS WITH VIDEO EQUIPMENT.

SUCH UNDERWATER INSPECTION TO BE ATTENDED BY CLASSSURVEYOR, BUYERS REPRESENTATIVES AND SELLERS REPRESENTATIVES. COST OF DIVERSAND CLASS SURVEYOR FEE FOR BUYERS ACCOUNT.

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 OFNSF 93 TO APPLY AND THE VESSEL TO BE DRYDOCKED IN ACCORDANCE WITH THE TERMS ANDCONDITIONS OF SAID CLAUSE. FURTHER, THE CANCELLING DATE TO BE EXTENDED WITHOUTANY COMPENSATION AND DAMAGES IMPOSED ON THE SELLERS FOR THE PERIODCORRESPONDING TO THAT OF THE SELLERS FINDING A PROPER DRYDOCK, TRANSPORTING THEVESSEL FROM THE PORT OF UNDERWATER INSP UPTO THE DRYDOCK, AND MAKING ANDCOMPLETING THE REQUIRED REPAIR AT THE DRYDOCK.

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 EXCEPT THE ONEOUTSTANDING RECOMMENDATION SET OUT ON 29 APRIL 2006 AT ITAQUI, AND WHICH IS DUEFOR NEXT DRYDOCKING, THEN SELLERS AND BUYERS TO APPLY TO TWO SHIPYARDS MUTUALLYAGREED IN THE DELIVERY AREA FOR QUOTATIONS FOR REPAIRS OF SAID DAMAGE THE COSTTO BE THE DIRECT COST TO REPAIR SUCH DAMAGE (IE, NO DD FEES, NO OFFHIRE ETC.).THEREAFTER IT SHALL BE IN THE SELLERS’ OPTION WHETHER TO REPAIR SAID DAMAGESPRIOR TO DELY OR TO DELIVER THE VESSEL WITH SAID DAMAGE. IF SELLERS DECIDE TODELIVER THE VESSEL WITH THE SAID DAMAGE, THE BUYERS WILL TAKE DELIVERY WITHSUCH CLASS RECOMMENDATION, AGAINST A REDUCTION IN PRICE OF THE COST OF REPAIRS,WHICH TO BE DEFINED AS THE AVERAGE OF THE TWO QUOTATIONS OBTAINED.

IF NO DAMAGE FOUND BY CLASS SURVEYOR TO AFFECT CLASSTHEN THE VESSEL TO BE DELIVERED WITHOUT PRE-DELIVERY DRYDOCKING.

**CLAUSE 18**

SELLERS TO ASSIST BUYERS AND PROVIDE THEM WITH ALLINFORMATION AND COPIES OF CERTIFICATES AS MAY BE REQUIRED FOR BUYERSREGISTRATION PURPOSES. AGREEMENT ON LIST OF DELIVERY DOCUMENTS TO BE REACHEDDURING NEGOTIATIONS AND SAME TO BE INCORPORATED IN THE MOA. PHOTOCOPIES OF ALLEXECUTED DELIVERY DOCUMENTS TO BE FAXED TO BUYERS WELL IN ADVANCE OF DELIVERY.

**CLAUSE 19**

SELLERS TO PROVIDE A LETTER STATING THAT TO THE BEST OFTHEIR KNOWLEDGE, THE VESSEL IS NOT BLACKLISTED BY THE ARAB BOYCOTT LEAGUE INDAMASCUS OR ANY OTHER NATION OR ORGANISATION.

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**CLAUSE 20**

THE SALE IS TO INCLUDE THE TRANSFER OF THE EXISTINGTIME CHARTER TO ARMADA AT USD 18,250 / DAY (LESS 6.25% TOTAL COMMISSION) TILLMINIMUM 26/3/07- MAXIMUM 26/6/07.

**CLAUSE 21**

THE SALE IS SUBJECT TO APPROVAL OF BUYERS FROM PRESENTCHARTERERS. SUBJECT TO BE LIFTED WITHIN 3 WORKING DAYS AFTER RECAP IS AGREED BYBOTH PARTIES. A NOVATION AGREEMENT WILL BE MUTUALLY AGREED AND SIGNED BETWEENSELLERS, BUYERS AND CHARTERERS AS SOON AS POSSIBLE AFTER EXECUTION OF THE MOAAND IN ANY EVENT PRIOR TO THE DATE OF VESSEL’S DELIVERY. PRIOR TO THE EXECUTIONOF THE MOA BUYERS WILL PROVIDE SELLERS WITH DETAILS OF THE INTENDED NEW FLAG,OWNERSHIP, MANAGEMENT AND NAME OF THE VESSEL AFTER DELIVERY, FOR SUBMISSION TOTHE TIME CHARTERERS FOR THEIR RESPECTIVE APPROVAL.

**CLAUSE**22**

ALL DETAILS OF THIS OFFER AND ANY EVENTUAL SALE TO BEKEPT PRIVATE AND CONFIDENTIAL BY BOTH PARTIES AND IS NOT TO BE DISCUSSED WITHANY UNRELATED THIRD PARTIES.

This Memorandum of Agreement is drawn up in twooriginals with even tenor and date. One original shall be retained by theSellers and one original shall be retained by the Buyers.
| **For the Sellers (1)** | **For the Buyers (2)** |
|-------------------------|------------------------|
| ** **              | ** **             |
| [SEAL]                  | /s/ C. J. Hanson       |   |
|                    | Britannia Bulk Plc     |

 

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