**Exhibit4.6**
| **MEMORANDUM OF AGREEMENT**Dated:***9th February 2007*** | Norwegian Shipbrokers’  Association’s Memorandum of Agreement for sale and purchase of ships. Adopted  by The Baltic and International Maritime Council (BIMCO)in 1956. |
|----------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                     | **Code-nameSALEFORM 1993**                                                                                                                                                        |
|                                                     | Revised 1966, 1983 and  1986/87.                                                                                                                                                  |

 

### ***Human Owning Company Limited, MI***hereinafter called the Sellers,have agreed to sell, and***Britannia Bulk Plc., London, United Kingdomor their Guaranteed Nominee*

### hereinafter called the Buyers, have agreed tobuy

Name: ***M.V. ESTEPONA***

ClassificationSociety/Class: ***Lloyds***
| Built:***1994***      | By:***Hudong  Shipyard, Shanghai*** |
|-----------------------|-------------------------------------|
|                  |                                |
| Flag:***Malta***      | Place of Registration:***Valetta*** |
| * *              | * *                            |
| Call Sign:***9HQRA*** | Grt/Nrt: ***38267/23975***          |
|                       |                                     |  |

 

Register Number: ***IMO Numbers*:*****9055620***

hereinafter called theVessel, on the following terms and conditions:

# **Definitions**

“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.

“Inwriting” or “written” means a letter handed over from the Sellers to the Buyersor vice versa, a registered letter, telex, telefax or other modern form ofwritten communication.

“Classification Society”or “Class” means the Society referred to in line 4.

1.                                 **Purchase Price***USD36,735,000. (Thirty Six Million, Seven Hundred and Thirty Five Thousand UnitedStates Dollars)*

2.                                 **Deposit**

Assecurity for the correct fulfillment of this Agreement the Buyers shall pay adeposit of 10% (ten per cent) of the Purchase Price within *3 (three)*banking days from the date ofthis Agreement *being signed by both parties,by face and joint bank account number has been issued by the Sellers’ bank.*This deposit shall be placed with Sellers’ *nominatedbank, HSH Nordbank* and held by them in a joint account for theSellers and the Buyers, to be released in accordance with joint writteninstructions of the Sellers and the Buyers, interest, if any, to be credited tothe Buyers. Any fee charged for holding the said deposit shall be borne equallyby the Sellers and the Buyers.

*Buyersand Sellers to cooperate and provide all documents/forms required for theopening of the joint accounts in a prompt and efficient manner without causingany deliberate delays.*

3.                      **Payment**

TheBuyer shall pay*(90%) ninety percent paymentof the Purchase Price (the “Balance”) together with other extra money forbankers and luboils and whatsoever to be paid by the Buyers hereunder (the “Extra”)shall be paid in the Sellers’ bank (HSH Nordbank) on the date of delivery ofthe Vessel. The 90% payment and the Extra shall be paid in the Sellers upondelivery of the Vessel only against the Sellers’ presentation to the Bank ofthe copy of Protocol the documentary Delivery*

----

*andAcceptance of the Vessel duly signed by authorized persons of both the Sellersand the Buyers.*

~~The said PurchasePrice shall be paid in full free of bank charges to~~                                                                                                                                                                                                                                                                                                      ~~on delivery of the Vessel~~, but not later than 3 banking days after theVessel is in every respect physically ready for delivery in accordance with theterms and conditions of this Agreement and Notice of Readiness has been givenin accordance with Clause 5.

*Sellers to tender Notice of readiness to the Buyersfor delivery once the vessel is in all respects ready for delivery and inaccordance with the terms and conditions of the agreed MOA.*

*Interest, if any, on the Deposit, the Balance and the Extrashall be for the Buyers’ account.*

*Any charge or fee requested by the Buyers’ Bank on remittingthe Balance and the Extra shall be borne by Buyers. Any charge or fee requestedby the Sellers’ Bank on holding/lifting the Balance and the Extra shall beborne equally by the Sellers and the Buyers.*

*Closingand exchange if delivery documents shall take place in Seller’s nominated bankin Germany, Greece or London*

4.                          **Inspections**

***The Buyers have waived the inspection of the vessel but haveinspected the Class records and have accepted same and the sale is outright anddefinite and subject only to the terms and conditions of this agreement.***

~~a)*~~                  ~~The Buyershave inspected and accepted the Vessel’s classification records. The Buyershave also inspected the Vessel at/in~~                                 ~~on~~                                 ~~and have accepted the Vessel following this inspection and the sale isoutright and definite, subject only to the terms and conditions of thisAgreement.~~

~~b)~~*                 ~~The Buyersshall have the right to inspect the Vessel’s classification records and declarewhether same are accepted or not within~~

~~TheSellers shall provide for inspection of the Vessel at/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 this Agreement, provided theSellers receive written notice of acceptance from the Buyers within 72 hoursafter completion of such inspection.~~

~~Should notice ofacceptance of the Vessel’s classification records and of the Vessel not bereceived by the Sellers as aforesaid, the deposit together with interest earnedshall be released immediately to the Buyers, whereafter this Agreement shall benull and void.~~

**         4a) and 4b) are alternatives; delete whichever is not applicable. In the absenceof deletions, alternative 4a) to apply.*

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

a)                         TheSellers shall keep the Buyers wellinformed of the Vessel’s litinerary and shall provide the Buyers with*25**/20/15/10/7**approximately days notice,*             ,and *3/2/1**definite*days notice of the estimated time of arrival at theintended place of ~~drydocking/underwater inspection/~~delivery. When theVessel is at the place of delivery and in every respect physically ready fordelivery in accordance with this Agreement, the Sellers shall give the Buyers awritten Notice of Readiness for delivery.

----

**b)****                         TheVessel shall be delivered and taken over***with current**TC attachedincluded in Appendix I to this MOA* safely afloat at a safe andaccessible berth *buoy/part* or anchorage ~~at/in~~*within world wide area**between 1st March, 2007 and 31st May 2007 in Sellersoption, but as soon as practically possible given operational and currentCharter Party constraints, with notices as appropriate.*

*From 00:01April 01 2007 Sellers to compensate Buyers at the next rate of USD 11,000 pdpruntil date and time Vessel is delivered to the Buyers. Such amount is to bededucted from the purchase price.*

~~In the Sellers’ option.~~

Expected time of delivery: *between 1st March, 2007 and 31st May 2007**in Sellers option*.

Date of cancelling (see Clauses 5 c), 6 b) (iii) and14): *31st May 2007In Buyer’s option.*

*The Buyersshall take delivery of the Vessel within three (3 business days(Saturday/Sunday/holidays in England and nominated country of closing excluded)after the Sellers have tendered to the Buyers a Notice of Readiness forDelivery, the date of tendering such notice being inclusive. The Notices ofReadiness for Delivery shall be submitted by the Sellers to the Buyers(anytime, day and night including Saturday, Sunday and holidays) once theVessel is ready for delivery.*

c)                         If theSellers anticipate that, notwithstanding the exercise of due diligence by them,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 date. Uponreceipt of such notification the Buyers shall have the option of eithercancelling this Agreement in accordance with Clause 14 within ~~7~~ 5running 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~~ 5running days of receipt of the Sellers’ notification or if the Buyers acceptthe new date, the date proposed in the Sellers’ notification shall be deemed tobe the 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.

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/Divers Inspection *See Clasue17***

~~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 theinception 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 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 bedrydocked at their expense for inspection by the Classification Society of theVessel’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 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 theVessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitabledry-docking facilities are available at the port of delivery, the Sellers shalltake the Vessel to a port where suitable drydocking facilities are available,whether within or outside the delivery range as per Clause 5 b). Oncedrydocking has taken place the Sellers shall deliver the Vessel at a portwithin the delivery range as per Clause 5 b) which shall, for the purpose of thisClause, become the new port of delivery. In such event the cancelling dateprovided for in Clause 5 b) shall be extended by the additional time requiredfor the drydocking and extra steaming, but limited to a maximum of 14 runningdays.~~

~~c)~~                         ~~If the Vessel is drydockedpursuant 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 the 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’s survey cycle. The Buyers shall declare whether they require thetailshaft to be drawn and surveyed not later than by the completion of theinspection by 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 the affect the Vessel’s class,these parts shall be renewed or made good at the Sellers’ expense to thesatisfaction of the Classification Society without condition/recommendation*.~~

~~(ii)  theexpenses relating to the survey of the tailshaft system shall be borne by theBuyers unless the Classification Society requires such survey to be carriedout, in which case the Sellers shall pay these expenses. The Sellers shall alsopay the expenses if the Buyers require the survey and parts of the system arecondemned or found defective or broken 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 the right to be present in the drydock, but withoutinterfering with the work or decisions of the Classification surveyor.~~

~~(v)  the Buyersshall have the right to have the underwater parts of the Vessel cleaned andpainted at their risk and expense without interfering with the Sellers’ or theClassification surveyor’s work, if any, and without affecting the Vessel’stimely delivery. If, however, the Buyers’ work in drydock is still in progresswhen the Seller’s have completed the work which the Sellers are required to do,the additional docking time needed to complete the Buyers’ work shall be forthe Buyers’ risk and expense. In the event that the Buyers’ work requires suchadditional time, the Sellers may upon completion of the Sellers’ work tenderNotice of Readiness for delivery whilst the Vessel is still in drydock and theBuyers shall be obliged to take delivery in accordance with Clause 3, whetherthe Vessel is in drydock or 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) and6 b) are alternatives delete whichever is not applicable, in the absence ofdeletions, alternative 6 a) to apply.~~*

----

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

The Sellers shall deliver the Vessel to the Buyerswith everything belonging to her on board, *onorder including all**navalds andwireless equipment* and on shore. All spare parts and spare equipmentincluding spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s),if any, belonging to the Vessel at the time of *delivery*~~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 tall-end shaft(s) and spare propeller(s)propeller blade(s) which are taken out of spare and used as replacement priorto delivery, but the replaced items shall be the property of the Buyers.**The radio installation and navigationalequipment shall be included in the sale without extra payment if they are theproperty of the Sellers. Unused stores and provisions shall be included in thesale 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 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): *logbooks, holy icons, ISM manuals, original certificates which must be surrenderedto authorities and hired or third party’s items, which shall be taken ashore bythe Sellers upon or before delivery of the Vessel.*

*Hired or third party’s items asfollows: oxygen/acetylene/R22 Gas Bottles.*

~~The Buyers shall take over the remaining bunkers andunused lubricating oils in storage tanks and sealed drums and pay the currentnet market price (excluding barging expenses) at the part and date of deliveryof the Vessel.~~

*Bunkers to remain the property ofpresent chartenets.*

*Also Buyers to pay extra for vessel’sunused**luboil that have not passed through the vessel’ssystem in designated storage tanks and sealed drums/paits/ at Seller’s last netprices evidenced by invoices.*

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

**8.**                         Documentation

*As per**Addendum II*

~~The place of closing:~~

~~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), warrantingthat the Vessel  is free from allencumbrances, mortgages and maritime liens or any other debts or claimswhatsoever, duly notarially attested and legalized by the consul of suchcountry or either 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 registeredencumbrances.~~

~~e)~~                         ~~Certificateof Deletion of the Vessel from the Vessel’s registry or other official evidenceof~~

----

~~deletion appropriate tothe Vessel’s registry at the time of delivery, or, in the event that theregistry does not as a matter of practise issue such documentation immediately,a written undertaking by the Sellers to effect deletion from the Vessel’sregistry forthwith and furnish a Certificate or other official evidence ofdeletion to the Buyers promptly and latest within 4 (four) weeks after thePurchase 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 etc., which areon board the Vessel. Other certificates which are on board the Vessel shallalso be handed over to the Buyers unless the Sellers are required to retainsame, in which case the Buyers to have the right to take copies, Othertechnical documentation which may be in the Sellers’ possession shall bepromptly forwarded to the Buyers at their expense, if they so request. TheSellers may keep the Vessel’s log books but the Buyers to have the right totake copies of same.~~

*All plans, drawings and instructionmanuals (excluding ISM manuals) which are on board shall be delivered to theBuyers’ Matter as they are upon delivery of the Vessel.*

*All remaining plans, drawings andinstruction manuals in the Sellers’ possession shall be forwarded to the Buyers’Danish office promptly after delivery. Forwarding charges, if any, shall be forthe Buyers’ account.*

*Logbooks shall be retained by theSellers. However the Buyers have the right to take photocopies of same beforedelivery at the Buyers’ cost with the Master’s approval.*

**9.**                         Encumbrances

The Sellers warrant that the Vessel, at the time ofdelivery, is free from all charters, encumbrances,****** mortgages and maritime liens, or any otherdebts whatsoever. The Sellers hereby undertake to indemnify the Buyers againstall consequences 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 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 beat the Sellers’ risk and expense until she is delivered to the Buyers, butsubject to the terms and conditions of this Agreement she shall be deliveredand taken over as she was at the time of inspection, fair wear and tearexcepted. However, the Vessel shall be delivered with her class maintainedwithout condition *of class, except COC ID009 buckled No.1 cargo held aft bulkheadupper 4.0M of 3rd vertical**stiffener (P) form c/f to be specially examined anddealt with as found necessary ~~/~~*~~recommendation~~, free ofaverage damage affecting the Vessel’s class, and with her classificationcertificates, International and national certificates, as well as all othercertificates the Vessel had at the time of inspection clean, valid and unextendedwithout condition/recommendation by Class or the relevant authorities at thetime of delivery. *Buyers acknowledge vesselis due IS/DD July 2007.*

“Inspection” in this Clause 11, shall mean the Buyers’ Inspectionaccording to Clause 4 a) or 4 b), if applicable, or the Buyers’ inspectionprior to the signing of this Agreement. If the Vessel is taken over withoutinspection, the date of this Agreement shall be the relevant date.

----

***CSM items to beupto date without outstandings at the time of delivery.***

*                            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 be paid in accordance with Clause 2, the Sellershave the right to cancel this Agreement, and they shall be entitled to claimcompensation for their losses and for all expenses incurred together withinterest.

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 fall 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 datestipulated in line 61 and new Notice of Readiness given, the Buyers shallretain their option to cancel. In the event that the Buyers elect to cancelthis Agreement the deposit together with interest earned shall be released tothem immediately.

Should the Sellers fall 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 both partiesand the deposit has been lodged, the Buyers have the right to place tworepresentatives on board the Vessel at their sole risk and expense ~~uponarrival at~~***formaximum***~~on or about~~***6 weeks.***

These representatives are on board for the purpose offamiliarisation and ***strictly***in the capacity of observers only ***and under the Masters command,*** and they shallnot interfere in any respect with the operation of the Vessel ***and her schedule***. ~~TheBuyers’ representatives shall sign the Sellers’ letter of Indemnity prior totheir embarkation.~~

***Indemnity lettersfrom each buyer’s representatives and from the Buyers satisfactory to theSellers shall be provided to the Sellers before the above representative’sboarding. Sold Buyers representatives to be allowed to use vessel’scommunication equipment and said charges will be settled by Buyers duringvessel’s closing of title and delivery to the Buyers.***

***Upon tendering 3days definite notice of vessels expected delivery, the Buyers are permitted toplace on board upto 2 other crew members when Sellers shall demonstrate andfamiliarise. Buyers representatives/crew on the operation of the vesselsequipment, machinery and systems.***

***Such demonstrationshall be without prejudice to the condition of the vessel and its scope shallbe at the sale discretion of the Master. Buyers reps shall in no case interferewith the vessel’s operation.***

16.                    **Arbitration**

a)*                This Agreementshall be governed by and construed in accordance with English law and

----

any dispute arising out of this Agreement shall bereferred to arbitration in London in accordance with the Arbitration Acts 1950and 1979 or any statutory modification or re-enactment thereof for the timebeing in force, one arbitrator being appointed by each party. On the receipt byone party of the nomination in writing of the other party’s arbitrator, thatparty shall appoint their arbitrator within fourteen days, failing which thedecision of the single arbitrator appointed shall apply. If two arbitratorsproperly appointed shall not agree they shall appoint an umpire whose decisionshall be final.

***Arbitrators to bemembers of the LMAA.***

~~b)*~~                 ~~This Agreementshall be governed by and construed in accordance with Title 9 of the UnitedStates 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)*~~                  ~~Any dispute arising out of this Agreementshall be referred to arbitration at~~~~subject to the procedures applicablethere. The laws of~~                   ~~shall govern this Agreement.~~

*                            ***16 a), 16 b) and 16 c)  are alternatives; delete whichever is notapplicable. In the absence of deletions, alternative 16 a) to apply.***

***Additional clauses17 - 20 herewith attached form an integral part of this Agreement.***

This document is a computer generated copy of “SALEFORM1993”, printed by authority of the Norwegian Shipbrokers’ Association, usingsoftware which is the copyright of Strategic Software Ltd. Any insertion ordeletion to the form must be clearly visible. In the event of any modificationmade to the  preprinted text of thisdocument, the original document shall apply. The Norwegian Shipbrokers’Association and Strategic Software Ltd. assume no responsibility for any lossor damage caused as a result of discrepancies between the original approveddocument and this document.

----

**ADDITIONALCLAUSES TO M.V. “ESTEPONA”MEMORANDUM OF**AGREEMENT DATED 9****TH FEBRUARY 2007.**

CLAUSE 17

Nodrydocking shall apply.

However,the Buyers, at their risk and expense,have the right to carry out an inspection of under-water parts of theVessel by divers approved by vessels class in the presence of class surveyorwith Buyers’ right to attend without interference at the video monitor or inany way with class surveyors work. Sellers will give notice to Buyers of theplace/time they intend to make the vessel available for such inspection. Buyer’sfailure to appoint divers approved by class or attend underwater inspection asper Sellers’ notification will be deemed a waiver of their right to inspect thevessel’s underwater parts. The Class surveyor to be appointed by the Sellers,however, all expenses to be for the Buyers’ account.

Ifthe conditions at the place of underwater inspection are unsuitable for suchinspection, then Sellers shall make the vessel available at a suitablealternative place. Should the vessel touch bottom and or run aground after suchunderwater inspection and before delivery, the Sellers are to immediatelyinform Buyers the full and complete details accordingly.

Shouldany damage affecting class be found by class surveyor in under-water parts andclass approves postponement of repair of such damage until vessel’s nextperiodical drydock or survey, then the Sellers have the option to repair sameto class’s satisfaction or to agree a sum of money with the Buyers which shallbe deducted from the purchase price at the time of closing by way ofcompensation. This sum shall be either mutually agreed or be based upon theaverage of (two) 2 shipyard quotations from Chinese Shipyard, in China, oneobtained by each party. Such shipyard to have its own factory which canaccommodate similar size Vessel for repair. It is understood by both partiesthat the amount of the monetary settlement is confined to direct repair costonly and does not include indirect cost such as dry-docking fee, general expenses,deviation cost, off hire and other costs whatsoever and that such amount of themonetary settlement is deducted from the Purchase Price (for labour andmaterial costs only) at the time of delivery.

Ifpresent class requires repair of such damage before the next periodicaldry-docking or survey, then the Sellers shall repair it up to class’ssatisfaction at their account prior to delivery, in such case the cancellingdate shall be extended by the corresponding days lost due to such repairincluding drydocking, waiting time for dry-docking, deviation etc.

Inthe event that the Vessel is drydocked, the Buyers have the right to clean andpaint the underwater parts below the summer loadline at the Buyers’ risk andaccount without interfering with the Sellers’ or vessels class work and withoutaffecting the smooth and timely delivery of the Vessel but in any case, thetailshaft shall not be drawn.

If,however, the Buyers’ work in drydock is still in progress when the Sellers havecompleted their work, the Sellers have the right to tender the Notice ofReadiness for Delivery whilst the Vessel is still in drydock and the Buyers areobliged to take delivery of the Vessel immediately after such Notice ofReadiness tendered, whether the Vessel is in drydock or not. Any extra time andcost for the additional drydocking incurred by reason of such Buyers’ workshall be at the Buyers’ risk and account.

1

----

CLAUSE 18

Alldetails of these negotiations and any eventual sale shall be kept strictlyprivate and confidential among all parties concerned, except where required bystatutory or requirements for stock listed companies.

CLAUSE 19

Thevessel to be delivered free of detainable Port State Control conditions ordeficiencies which would affect class status or prevent the vessel from sailingthe port of delivery.

CLAUSE 20

Thesale is to include the existing time charter dated 28th June2006 included in an appendix to this agreement. Maximum 5 pct commission 3.75pct address and 1.25 pct brokerage. Based on the above, a novation agreementwill be executed between and among:

A)   ExistingOwners

B)    NewOwners

C)            Charterers

Inthe form included in Appendix II to this MOA.
| On behalf of the Sellers   | On behalf of the Buyers |
|----------------------------|-------------------------|
|                       |                    |
|                       |                    |
| /s/ Antonios  Kastylidis   |                    | /s/ C. J. Hanson |   |
| Name: Antonios  Kastylidis | Name:                   | C. J. Hanson |
| Title:  Attorney-in-fact   | Title:                  | Managing Director |
|                       |                    | Britannia Bulk PLC |
|                            |                         |  |  |  |

 

2

----