Unassociated Document


    
      

    


    EXHIBIT
      10.2

     

    MEMOMORANDUM
      OF AGREEMENT

     

    
      
        	
                Norwegian
                  Shipbroker’s Association’s Memorandum of Agreement for sale and purchase
                  of ships adopted by the Baltic and international maritime council
                  (BIMCO)
                  in 1956 

                Code
                  name SALEFORM
                  1987

                Revised
                  1966, 1983 and 1986

              


      

      


      
        	
                FIRST
                  ORIGINAL OF TWO

              


      

       

    

    Dated:
      14
      June 2006

    


    A.P.Moller
      - Maersk A/S, Esplanaden 50, 1098 Copenhagen K,
      Denmark

    hereinafter
      called the Sellers, have to-day sold, and 

    


    Marzia
      Shipping Limited

    Mareva
      House 

    4
      george Street

    Nassau
      

    Bahamas

    


    MC
      Shipping Inc., 12 Par-la-ville road, Hamilton, HM CX, Bermuda guarantee the
      performance of Marzia Shipping Limited

    hereinafter
      called the Buyers, have to-day bought 

    


    LPG/C
      “HANS MAERSK” 

    hereinafter
      called the Vessel

    


    Classification:
      Lloyds
      Register

    
      	
              Built:
                1993

            	
              By:
                Hyundai
                Heavy Industries Co.
                Ltd.

            


    

    
      	
              Flag:
                Danish

            	
              Place
                of Registration: Hellerup

            


    

    
      	
              Call
                Sign: OWQF5

            	
              Register
                Tonnage: GT
                18,360/NT 5,508

            


    

    Register IMO Number:
      9034690 

    on
      the
      following conditions: 

    


    1.
      Price 

    Price:
      USD
      40,000,000
      (United States Dollars Forty Million)
      hereinafter called the Purchase Money, net in cash

    


    2.
      Deposit 

    As
      security for the correct fulfillment of this contract the
      Buyers shall pay a deposit of 10 % (ten per cent) of the Purchase Money within
      banking days from the date of this Agreement. This deposit shall be deposited
      with

    10
      (ten) percent of the Purchase Money is to be deposited by the Buyers into a
      joint interest bearing account n° 60308186 in the names of the Buyers and the
      Sellers at HSBC Bank, 8 Canada Square, London E14 5HQ, United Kingdom within
      3
      (three) banking days after this agreement has been signed on fax by both
      parties, which not to be unduly delayed. Interest if any to be credited to
      the
      Buyers. 

    Costs
      for such joint interest bearing account and closing at HSBC Bank to be shared
      equally between the Buyers and the Sellers.

    Documentary
      closing to take place in London.

    and
      held by them in a joint account for the Sellers and the Buyers. Interest, if
      any, to be credited to the Buyers.
      Any fee charged for holding the said deposit shall be borne equally by the
      Sellers and the Buyers.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.
      Payment 

    The
      10 (ten) percent deposit shall be released and the 90 (ninety) percent of
      the The
      said
      Purchase Price shall be paid in full free of bank charges to Citibank,
      N.A.; London Branch, Citigroup Centre, Canary Wharf, London, Account number:
      000
      308 6615, SWIFT: CITIGB2L, account holder: A.P.Moller - Maersk
      A/S.

    on
      delivery of the Vessel, but not later than 3 banking days after the Vessel
      is
      ready for delivery and written or
      telexed
      notice
      thereof has been given to the Buyers by the Sellers.

    


    4.
      Inspections 

    The
      Buyers have physically inspected the vessel in Naples, Italy between 20-21
      March
      2006 and have accepted the vessel.

    The
      Buyers have inspected the vessel’s class records with Det Norske Veritas and
      have accepted same.

    This
      agreement is thus not subject to any further
      inspections.

    The
      Buyers shall have the right to inspect the Vessel's classification records
      and
      declare whether same are accepted or not within 

    The
      Sellers shall provide for inspection of the Vessel at/in 

    The
      Buyers shall undertake the inspection without undue delay to the Vessel. Should
      the Buyers cause such delay, they shall compensate the Sellers for the losses
      thereby incurred.

    The
      Buyers shall inspect the Vessel afloat without opening up and without cost
      to
      the Sellers. During the inspection, the Vessel's log books for engine and deck
      shall be made available for the Buyers’ examination. If the Vessel is accepted
      after such afloat inspection, the purchase shall become definite, except for
      other possible subjects in this contract provided the Sellers receive written
      or
      telexed notice of acceptance from the Buyers within 48 hours after completion
      of
      such afloat inspection. Should notice of acceptance of the Vessel's
      classification records and of the vessel not be received by the Sellers as
      aforesaid, the deposit shall immediately be released to the Buyers, whereafter
      this Agreement shall be considered null and void. 

    


    5.
      Place and time of delivery 

    The
      Vessel shall be delivered to
      /
      and
      taken over at/in by
      the Buyers safely afloat at a safe berth / anchorage in one safe port in the
      Sellers’ 

    Expected
      time of delivery: 

    Date
      of
      cancelling (see Clause 14): 31
      July 2006 in the buyers’s option.

    The
      Sellers shall keep the Buyers well posted about the vessel’s itinerary and
      estimated time and place of drydocking.

    Should
      the Vessel become a total or constructive loss before delivery the deposit
      shall
      immediately be released to the Buyers and the contract thereafter considered
      be
      null and void. 

    The
      Sellers are to keep the Buyes updated on the vessel’s position with regard to
      the anticipated delivery date/place, and forward to the Buyers 30/20/15/10/5
      and
      3 days approximate notice of delivery.

    


    6.
      No
      Drydocking
      (see clause 16)

    In
      connection with the delivery the Sellers shall place the Vessel in drydock
      at
      the port of delivery for inspection by the Classification Society of the bottom
      and other underwater parts below the Summer load line. If the rudder, propeller,
      bottom or other underwater parts below the Summer load line to be found broken,
      damaged or defective so as to affect the Vessel's clean certificate of class,
      such defects shall be made good at the Sellers' expense to 1) satisfaction
      without qualification on such underwater parts2).

    Whilst
      the vessel is in drydock, and if required by the Buyers or the representative
      of
      the Classification Society, the Sellers shall arrange to have the tail end
      shaft
      drawn. Should same be condemned or found defective so as to affect the vessel’s
      clean certificate of class, it shall be renewed or made good at the Sellers’
expense to the Classification Society satisfaction without
      qualification.

    The
      expenses of drawing and replacing the tail end shaft shall be borne by the
      Buyers unless the Classification Society requires the tail end shaft to be
      drawn, unless the Classification Society requires the tail end shaft to be drawn
      (whether damaged or not), renewed or made good in which event the Sellers shall
      pay these expenses. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      expenses in connection with putting the vessel in and taking her out of drydock,
      including drydock dues and the Classification Surveyor's fees shall be paid
      by
      the Sellers if the rudder, propeller, bottom, or other underwater parts below
      the Summer load line or the tail end shaft be found broken, damaged or defective
      as aforesaid or if the Classification Society requires the tail end shaft to
      be
      drawn (whether damaged or not). In all other cases the Buyers shall pay the
      aforesaid expenses, dues and fees.

    During
      the above mentioned inspections by the Classification Society the Buyers'
      representative shall have the right to be present in the drydock, but without
      interfering with the Classification Surveyor’s decisions. 

    The
      Sellers shall bring the vessel to the drydock and from the drydock to the place
      of delivery at their own expense.

    


    7.
      Spares/bunkers, etc. 

    The
      Sellers shall deliver the Vessel to the Buyers with everything belonging to
      her
      on board including
      all broached/unbroached stores and provisions and
      on shore.
      All
      spare parts and spare equipment including
      spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if
      any,
      belonging to the Vessel at the time of inspection used or unused, whether on
      board or not shall become the Buyers' property, but spares on order to be
      excluded.
      Forwarding charges, if any, shall be for the Buyers'
      account.
      The
      Sellers are not required to replace spare parts including
      spare tail-end shaft(s) and spare propeller(s)/propeller blade(s)
which
      are
      taken out of spare and used as replacement prior to delivery, but the replaced
      items shall become
      the
Buyers’
      property
of
      the Buyers.
      The
      radio installation and navigational equipment shall be included in the sale
      without extra payment if they are the property of the Sellers.

    There
      is no spare tail-shaft or spare propeller included in the
      sale.

    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,
      Master’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: 

    


    
      	 	
              -

            	
              log
                books for deck/engine, however the Buyers can have copies of same
                as far
                back as available in the Sellers’ record
                system.

            


    

    
      	 	
              -

            	
              Unitor
                bottles

            


    

    
      	 	
              -

            	
              Slop
                chest

            


    

    
      	 	
              -

            	
              Pictures
                and paintings in the Sellers’
                option

            


    

    
      	 	
              -

            	
              Documents
                directly related to present
                ownership

            


    

    
      	 	
              -

            	
              Documents
                which have to be returned to the
                authorities

            


    

    
      	 	
              -

            	
              All
                forms etc. which are related to the present
                ownership

            


    

    
      	 	
              -

            	
              The
                vessel’ maintenance system for hull and machinery, however the Buyers have
                the right to have printout of vessel’s recent
                history.

            


    

    
      	 	
              -

            	
              Computer
                software for pc’s either developed by or licensed to the Sellers, except
                loadmaster computer which is included in the
                sale

            


    

    
      	 	
              -

            	
              Ship’s
                bell, however, the Sellers undertake to replace the same at their
                cost

            


    

    
      	 	
              -

            	
              Digital
                cameras and mobile
                telephones

            


    

    
      	 	
              -

            	
              All
                hired and rented
                equipment

            


    

    


    Included
      items are:

    
      	 	
              -

            	
              sea
                paint stocks

            


    

    
      	 	
              -

            	
              welfare
                equipment to be included except personal
                belongings

            


    

    
      	 	
              -

            	
              EPIRB
                to be included, the Buyers will have to amend the signal upon
                delivery.

            


    

    
      	 	
              -

            	
              Administrative
                LAN server to be included. The Sellers will delete all information
                and
                software before
                delivery.

            


    

    


    The
      Buyers shall take over remaining unused lubricating oils (broached or unbroached
      in tanks or drums) at the time of delivery paying Oil Major’s list prices in the
      port of delivery at the time of delivery less 45% percent
      discount.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Buyers
      shall take over the
      remaining bunkers are
      excluded from the sale and remain the Sellers’
property,
      unused lubricating oilsand unused stores and provisions and pay the current
      net
      market price at the port and date of delivery of the Vessel.


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

    the
      Purchase Money. 

    


    8.
      Documentation 

    In
      exchange for payment of the Purchase Money the Sellers shall furnish the Buyers
      with legal
      Bill of Sale
      all delivery documentation that may be reasonably required by the Buyers for
      the
      transfer of tiltle/flag of
      the said vessel free from all encumbrances and maritime liens or any other
      debts
      whatsoever, duly notarially attested and legalized by the consul together with
      a
      certificate stating the vessel is free from registered encumbrances. On delivery
      of the vessel the Sellers shall provide for the deletion of the vessel from
      the
      Registry of Vessels and deliver a certificate of deletion to the Buyers. The
      deposit shall be placed at the disposal of the Sellers as well as the balance
      of
      the Purchase Money, which shall be paid as agreed together with payment for
      items mentioned in clause 7 above.

    The
      Sellers shall, at the time of delivery, hand to the Buyers all classification
      certificates as well as all plans
      etc., which are on board the Vessel. Other technical documentation which may
      be
      in the Sellers’ possession shall promptly upon the Buyers’ instructions be
      forwarded to the Buyers at
      the Buyers’ cost.

    The
      Sellers may keep the log books but the Buyers to have the right to take copies
      of same.

    


    9.
      Encumbrances 

    The
      Sellers warrant that the Vessel, at the time of delivery, is free from all
      encumbrances and maritime liens or any other debts whatsoever. Should any claims
      which have been incurred prior to the time of delivery be made against the
      vessel, the Sellers hereby undertake to indemnify the Buyers against all
      consequences of such claims.

    


    10.
      Taxes, etc. 

    Any
      taxes, fees and expenses in connection with the purchase and registration under
      the Buyers' flag shall
      be
      for the Buyers' account, whereas similar charges in connection with the closing
      of the Sellers' register
      shall be for the Sellers' account. 

    


    11.
      Condition on delivery 

    The
      Vessel with everything belonging to her shall be at the Sellers' risk and
      expense until she is delivered to the Buyers, but subject to the terms and
      conditions of this contract, she shall be delivered and taken over as she
was is
      at the
      time of inspection, normal fair
      wear and
      tear excepted. 

    However,
      the Vessel shall be delivered with present class maintained,
      free of
conditions
      recommendations
      of
      class, free of average damage affecting maintenance of class with her hull
      and
      machinery continuous survey cycle fully up to date. Class and national and
      international trading certificates valid and unextended for minimum 6 (six)
      months at the time of delivery.
      The
      Sellers shall notify the Classification Society of any matters coming to their
      knowledge prior to delivery which upon being reported to the Classification
      Society would lead to the withdrawal of the vessel’s class or to the imposition
      of a recommendation to her class.

    


    12.
      Name/markings 

    Upon
      delivery the Buyers undertake to change the name of the Vessel and
      alter funnel markings.
      to the Sellers nominated Maersk name at their expense and time prior to leaving
      the port of delivery. The Buyers undertake to change the blue hull colour and
      funnel markings and the nominated Maersk name at the next drydocking or next
      convenient place whichever comes first at the Buyers time and expense However
      always no later than redelivery under the Time Charter Agreement to A.P. Moller
      - Maersk A/S.

    


    13.
      Buyers' default 

    Should
      the deposit not be paid as aforesaid, the Sellers have the right to cancel
      this
      contract, and they shall be entitled to claim compensation for their losses
      and
      for all expenses incurred together with interest at the rate of 12% 8%
      per
      annum.

    Should
      the Purchase Money not be paid as aforesaid, the Sellers have the right to
      cancel this contract, in which case the amount deposited together with interest
      earned, if any, shall be forfeited to the Sellers. If the deposit does not
      cover
      the Sellers’ losses, they shall be entitled to claim further compensation for
      their losses and for all expenses incurred together with interest at the rate
      of
12% 8%
      per
      annum.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    14.
      Sellers' default 

    Should
      the Sellers fail to execute a legal transfer or to deliver the vessel with
      everything belonging to her in the manner and within the time specified
herein in
      line 38,
      the
      Buyers shall have the right to cancel this contract in which case the deposit
      in
      full shall be returned to the Buyers together with interest at the rate of
      8% 12%
      per
      annum. The Sellers shall make due compensation for the losses caused to the
      Buyers by failure to execute a legal transfer or to deliver the vessel in the
      manner and within the time specified herein in
      line 38
      , if
      such are due to the proven negligence of the Sellers.

    


    15.
      Arbitration 

    If
      any
      dispute should arise in connection with the interpretation and fulfillment
      of
      this contract, same shall be decided by arbitration in the city of 3)
London
      governed by English law
      and
      shall be referred to a single Arbitrator to be appointed by the parties hereto.
      If the parties cannot agree upon the appointment of the single Arbitrator,
      the
      dispute shall be settled by three Arbitrators each party appointing one
      Arbitrator, the third being appointed by 4)
      the London Maritime Arbitrators’s Association in
      London.

    If
      either
      of the appointed Arbitrators refuses or is incapable of acting, the party who
      appointed him shall appoint a new Arbitrator in his place. 

    If
      one of
      the parties fails to appoint an Arbitrator either originally or by way of
      substitution for two weeks after the other party having appointed his Arbitrator
      has sent the party making default notice by mail, cable or telex to make the
      appointment, the party appointing the third Arbitrator shall, after application
      from the party having appointed his Arbitrator, also appoint an Arbitrator
      on
      behalf of the party making default.

    The
      award
      rendered by the arbitration court shall be final and binding upon the parties
      and may if necessary be enforced by the Court or any other competent authority
      in the same manner as a judgment in the Court of Justice.

    The
      Contract shall be subject to the law of the country agreed as place of
      arbitration.

    


    Clauses
      16 - 19 all inclusive as attached hereto shall form an integral part of this
      agreement.

    


    
      	
              For
                the Sellers:

            	 	
              For
                the Buyers:

            
	
              AP
                Moller - Maersk A/S

            	 	
              Marzia
                Shipping Limited

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              The
                Guarantor

            
	 	 	
              MC
                Shipping Inc.

            


    

    


    


    
      	 	
              1)

            	
              The
                name of the Classification Society to be
                inserted.

            


    

    
      	 	
              2)

            	
              Notes,
                if any, in the Surveyor’ s report which are accepted by the Classification
                Society without qualification are not to be taken into
                account.

            


    

    
      	 	
              3)

            	
              The
                place of arbitration to be inserted. If this line is not filled in,
                it is
                understood that arbitration will take place in London in accordance
                with
                English law.

            


    

    
      	 	
              4)

            	
              If
                this line is not filled in it is understood that the third Arbitrator
                shall be appointed by the London Maritime Arbitrators’ Association in
                London.

            


    

    


    This
      document is a computer generated SALEFORM 1987 Memorandum of Agreement printed
      by authority of the Norwegian Shipbrokers’ Association, using software which is
      the copyright of Strategic Software Ltd SSL). Any insertion or deletion to
      the
      form must be clearly visible. In the event of any modification made to the
      preprinted text of this document, ad which is not clearly visible, then the
      original approved document shall apply. The Norwegian Shipbrokers’ Association
      and SSL assume no responsibility for any loss or damage caused as a result
      of
      discrepancies between the original approved document and this
      document.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FIRST
      ORIGINAL OF TWO

    


    Additional
      Clauses to Memorandum of Agreement dated 14 June 2005

    


    “HANS
      MAERSK”

     

    
      
        

      

    

    


    
      	 	
              Clause
                16

            	
              No
                Drydocking /Divers’ Inspection 

            


    

    


    No
      drydocking, but prior to delivery of the vessel, the Buyers have the right
      to
      arrange at their risk and expense an inspection of the vessel’s underwater parts
      by a class approved diver.

    


    If
      the
      visibility underwater at the delivery port is considered insufficient by the
      diver(s) for the inspection to be carried out sufficiently, then the Sellers
      shall at their expense shift the vessel to waters in / outside port of delivery
      where water is suitable for the aforesaid underwater inspection to be carried
      out.

    


    Should
      any damage be found to the vessel’s underwater parts that will impose a
      condition of the vessel’s present class then:

    


    
      	 	
              1.

            	
              In
                case class imposes a condition but does not require drydocking before
                next
                scheduled drydocking, the Sellers shall pay to the Buyers the estimated
                cost to repair such damage in a way which is acceptable to class
                which to
                be the direct cost to repair such damage only, as per average quotation
                by
                two reputable independent repair yards in the vessel’s trading area, one
                chosen by the Sellers and one chosen by the Buyers. The amount agreed
                shall be deducted from the balance of the Purchase Money at the time
                of
                delivery.

            


    

    


    
      	 	
              2.

            	
              In
                case class requires the vessel to be drydocked before next scheduled
                drydock, the Sellers shall drydock the vessel at their expense prior
                to
                delivery of the vessel to the Buyers and repair same to class satisfaction
                free of conditions/average damage.

            


    

    


    The
      decision of the classification society as to whether underwater damage, if
      any,
      will impose any condition of class shall be final and binding on both
      parties.

    


    In
      the
      event the vessel is required to be drydocked, the Sellers have the right to
      take
      the vessel from the intended delivery port and proceed directly, in ballast,
      to
      a port in Sellers’ option for the aforesaid drydocking / repairs to take place.
      The cancelling date shall be extended per day pro rata for the extra time taken
      to deliver the vessel due to ballasting / drydocking / repairs to be carried
      out
      to class’ satisfaction in accordance with this agreement. Any extension of
      cancelling date not to exceed 7 (seven) weeks more than those agreed. If
      suitable drydocks in vicinity of the intended delivery port are occupied
      resulting in unreasonable waiting time the Sellers shall have the option to
      fix
      the vessel for the shortest possible loaded voyage positioning the vessel for
      later drydock availability. It is to be understood that this is purely for
      positioning for drydocking. Such option only provided damage/ class allow
      intermediate trading of the vessel in such case the cancelling date shall be
      extended to cover such laden voyage plus subsequent time required for
      positioning /drydocking/repairs - extensions on cancelling dates to be maximised
      to 7 (seven) weeks.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Buyers have the right to attend the vessel at the drydock. The Buyers’ right to
      clean/paint and carry out other works whilst the vessel is in drydock at the
      Buyers’ risk and expense provided not interfering in the Sellers’ work and the
      Buyers’ work always subject to the Sellers’ superintendents’
supervision/directions.

    


    In
      the
      event that the Buyers’ works are not completed prior to the time the Sellers
      have completed their required works, then the Sellers have the right to tender
      notice of readiness whilst the vessel is still in drydock provided they are
      in
      all respects ready to deliver the vessel in accordance with this contract.
      Should the Buyers’ works still not be completed and the vessel is unable to
      leave drydock due to the Buyers’ works within 3 (three) banking days after the
      Sellers have tendered a valid notice of readiness, then the Buyers shall take
      delivery and pay for the vessel whilst remaining in drydock. Costs for
      docking/undocking shall be for the Sellers’ account. However, any extra time
      spent in drydock after valid notice of readiness tendered by the Sellers shall
      be for the Buyers’ account.

     

    
      	 	
              Clause
                17

            	
              Representatives

            


    

    


    Once
      the
      MoA has been signed and the 10% (ten) per cent deposit lodged the Buyers to
      have
      the right to place on board until delivery 2 (two) persons for familiarization
      purposes and without interfering in the vessel’s operation.

    


    The
      Buyers’ representatives are to sign the Sellers’ indemnity declaration for prior
      to embarkation.

    


    In
      any
      event the Buyers’ representatives are to board the vessel earliest 45 (forty
      five) days prior to the delivery of the vessel.

    


    
      	 	
              Clause
                18

            	
              Entire
                Agreement

            


    

    


    This
      Agreement constitute the only and entire agreement between the parties and
      supersede and replace any prior written or oral agreements, representations,
      statements or understandings between the Buyers and the Sellers relating to
      its
      subject matters.

    


    Each
      party confirms that it has not entered into this Agreement on the basis of
      any
      representation or statement which is not expressly incorporated into this
      Agreement. Without limiting the generality of the foregoing, neither party
      shall
      have any remedy in respect of any untrue representation or statement made to
      him
      upon which he may have relied in entering into this Agreement, and a party’s
      only remedy is for breach of contract. However, nothing in this Agreement
      purports to exclude liability for any fraudulent statement or act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Agreement shall not be released, discharged, supplemented, interpreted, amended,
      varied or modified in any manner except by an addendum in writing signed by
      a
      duly authorized representative of each of the parties to this
      Agreement.

     

    
      	 	
              Clause
                19

            	
              Private
                & Confidential 

            


    

    


    This
      Agreement is to be kept strictly private and confidential. However, should
      despite the efforts of all parties involved details of the sale become known
      or
      reported to the market, neither the Sellers not the Buyers are to have the
      right
      to withdraw from the Agreement or fail to fulfill all their obligations under
      the agreed contract.

    


    Subject
      to Sellers preview and approval, Buyers are allowed to release any information
      as required by the rules and regulations under stock listing in the US.


    


    This
      Agreement has been drawn up and executed in 2 (two) originals, 1 (one) of which
      is to be retained by the Sellers and 1 (one) of which is to be retained by
      the
      Buyers.