Unassociated Document


    
      

    


    EXHIBIT
      10.4

    


    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
                1993 

              Revised
                1966, 1983 and 1986/87

            


    

    


    Dated:
      21
      June 2006

    


    Timberhill
      Shipping Limited
      hereinafter called the Sellers, have agreed to sell, and Barnes
      Bridge Shipping Limited,
      guaranteed by MC Shipping Inc. 

    hereinafter
      called the Buyers, have agreed to buy 

    Name:
      LPG/C
      Tycho Brahe

    Classification
      Society/Class: GL+100
      A5 E with freeboard 4,3 m Type - 2G NLS Liquified Gas
      Tanker+ MC
      E AUT INERT RI

    


    
      	
              Built:
                1982

            	
              By:
                Papenburg
                - Germany Os. L. Meyer

            


    

    


    
      	
              Flag:
                Norway

            	
              Place
                of Registration: Oslo

            


    

    


    
      	
              Call
                Sign:
                LALT5

            	
              Grt/Nrt:
                12,183
                / 3,798

            


    

    


    Register
      IMO
      Number:
      8108731

    


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

    


    Definitions

    


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

    


    "In
      writing" or "written" means a letter handed over from the Sellers to the Buyers
      or vice versa, a registered letter, telex, telefax or other modern form of
      written communication.

    


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

    


    1.
      Purchase Price USD 15,100,000.00 (Fifteen million one hundred thousand) to
      Owners Including 1% broker commission to Inge Steensland paid by the
      Sellers.

    


    2.
      Deposit 

    


    As
      security for the correct fulfillment of this Agreement the Buyers shall pay
      a
      deposit of 10 % (ten per cent) of the Purchase Price within three
      (3) London
      banking
      days from the date of this Agreement has
      been signed by fax by both parties.
      This
      deposit shall be placed with HSH
      Nordbank 50
      Gerhart-Hauptmann-Platz, 20095 Hamburg, Account Number to be nominated


    And
      held
      by them in a joint account for the Sellers and the Buyers, to be released in
      accordance with joint written instructions of the Sellers and the Buyers.
      Interest, if any, to be credited to the Buyers. Any fee charged for holding
      the
      said deposit shall be borne equally by the Sellers and the Buyers.
      Buyers to provide any documentation required by Sellers’ bank in order to open
      and maintain the joint account.

    


    3.
      Payment

    


    The
      said
      Purchase Price shall be paid in full free of bank charges to  Seller’s
      nominated bank account with HSH Nordbank, 50 Gerhart-Hauptmann-Platz, 20095
      Hamburg, Account No: 118 003 3483, IBAN No: DE91 2105 0000 1180 0334 83,
      SWIFT: HSHNDEHH

    on
      delivery of the Vessel, but not later than 3 banking days after the Vessel
      is in
      every respect physically ready for delivery in accordance with the terms and
      conditions of this Agreement and Notice of Readiness has been given in
      accordance with Clause
      5.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.
      Inspections

    


    a)*
      The
      Buyers have inspected and accepted the Vessel's classification records. The
      Buyers have also inspected the Vessel at/in Houston
      on 14th
      May, 2006

    and
      have
      accepted the Vessel following this inspection and the sale is outright and
      definite, subject only to the terms and conditions of this Agreement.


    


    b)*
      The Buyers shall have the right to inspect the Vessel's classification records
      and declare whether same are accepted or not within  later
      than 24 hour after receipt of the reports.

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

    The
      Buyers shall undertake the inspection without undue delay to the Vessel. Should
      the Buyers cause undue delay they shall compensate the Sellers for the losses
      thereby incurred. The
      Buyers shall inspect the Vessel without opening up and without cost to the
      Sellers. During
      the inspection, the Vessel's deck and engine log books shall be made available
      for examination by the Buyers. If the Vessel is accepted after such inspection,
      the sale shall become
      outright and definite, subject only to the terms and conditions of this
      Agreement,
      provided
      the Sellers receive written notice of acceptance from the Buyers within 72
      hours after
      completion of such inspection. 

    Should
      notice of acceptance of the Vessel's classification records and of the Vessel
      not be received
      by the Sellers as aforesaid, the deposit together with interest earned shall
      be released
      immediately to the Buyers, whereafter this Agreement shall be null and
      void. 

    


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

    


    5.
      Notices, time and place of delivery

    


    a)
      The
      Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall
      provide the Buyers with 20,15,10,7,3
      , and 1
      days
      notice of the estimated time of arrival at the intended place of drydocking/underwater
      inspection/delivery. When the Vessel is at the place of delivery and in every
      respect physically ready for delivery in accordance with this Agreement, the
      Sellers shall give the Buyers a written Notice of Readiness for delivery.


    


    b)
      The
      Vessel shall be delivered and taken over safely afloat at a safe and accessible
      berth or anchorage at/in
      within vessel’s trading area, always subject to the Pool’s schedule and
      commitments, port to be mutually agreed subject to Buyers’ reasonable
      acceptance. Vessel shall be delivered under inert gas or vapors of last
      cargo

    in
      the
      Sellers' option. 

    


    Expected
      time of delivery: 15th
      June - 31st
      July 2006

    


    Date
      of
      cancelling (see Clauses
      5 c),
      6
      b)
      (iii)
      and
14):
      31st
      July
      2006 

    


    c)
      If the
      Sellers anticipate that, notwithstanding the exercise of due diligence by them,
      the Vessel will not be ready for delivery by the cancelling date they may notify
      the Buyers in writing stating the date when they anticipate that the Vessel
      will
      be ready for delivery and propose a new cancelling date. Upon receipt of such
      notification the Buyers shall have the option of either cancelling this
      Agreement in accordance with Clause
      14
      within 7
      running days of receipt of the notice or of accepting the new date as the new
      cancelling date. If the Buyers have not declared their option within 7 running
      days of receipt of the Sellers' notification or if the Buyers accept the new
      date, the date proposed in the Sellers' notification shall be deemed to be
      the
      new cancelling date and shall be substituted for the cancelling date stipulated
      in line
      61.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      this
      Agreement is maintained with the new cancelling date all other terms and
      conditions hereof including those contained in Clauses 5
      a)
      and
5
      c)
      shall
      remain unaltered and in full force and effect. Cancellation
      or failure to cancel shall be entirely without prejudice to
      any claim
      for damages the Buyers may have under Clause 14 for the Vessel not being ready
      by the
      original cancelling date.
      

    


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

    


    6.
      Drydocking/Divers Inspection 

    


    a)**
      The Sellers shall place the Vessel in drydock at the port of delivery for
      inspection by the Classification
      Society of the Vessel's underwater parts below the deepest load line,
      the extent
      of the inspection being in accordance with the Classification Society's rules.
      If the rudder,
      propeller, bottom or other underwater parts below the deepest load line are
      found broken,
      damaged or defective so as to affect the Vessel's class, such defects shall
      be
      made good at the Sellers' expense to the satisfaction of the Classification
      Society without condition/recommendation*.
      

    


    b)**
      (i)
      The Vessel is to be delivered without drydocking. However, the Buyers shall
      have
      the right at their expense to arrange for an underwater inspection by a diver
      approved by the Classification Society prior to the delivery of the Vessel.
      The
      Sellers shall at their cost make the Vessel available for such inspection.
      The
      extent of the inspection and the conditions under which it is performed shall
      be
      to the satisfaction of the Classification Society. If the conditions at the
      port
      of delivery are unsuitable for such inspection, the Sellers shall make the
      Vessel available at a suitable alternative place near to the delivery
      port.

    


    (ii)
      If
      the rudder, propeller, bottom or other underwater parts below the deepest load
      line are found broken, damaged or defective so as to affect the Vessel's class,
      then unless repairs can be carried out afloat to the satisfaction of the
      Classification Society, the Sellers shall arrange for the Vessel to be drydocked
      at their expense for inspection by the Classification Society of the Vessel's
      underwater parts below the deepest load line, the extent of the inspection
      being
      in accordance with the Classification Society's rules. If the rudder, propeller,
      bottom or other underwater parts below the deepest load line are found broken,
      damaged or defective so as to affect the Vessel's class, such defects shall
      be
      made good by the Sellers at their expense to the satisfaction of the
      Classification Society without condition/recommendation*. In such event the
      Sellers are to pay also for the cost the underwater inspection and the
      Classification Society's attendance. 

    


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

    


    However,
      if any damage is found to the underwater parts which affects the vessel’s class,
      but the class surveyor approves the Vessel to trade until the next class
      scheduled drydocking with the recommendation(s) relating to such damage, then
      the Sellers shall be liable for costs directly related to the repairs of such
      damage including the cost of procuring necessary spare part and forwarding
      charges, if any, based on the average of two quotations obtained from first
      class repairers, one each by the buyers and the Sellers, and the Buyers shall
      accept delivery of the Vessel as is with such recommendation(s). The average
      of
      the two quotations shall be deducted from the balance of the Purchase Price
      at
      the time of delivery. The class surveyor shall be the sole arbitrator as to
      whether the underwater damages, if any, will impose any recommendation(s).
      Should the scheduled number of days for the repairs exceed the scheduled number
      of days for the drydock then the vessel to be on-hire for those additional
      days.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    c)
      If the
      Vessel is drydocked pursuant to Clause 6
      a)
      or
6
      b)
      above


    


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

    


    (ii)
      the
      expenses relating to the survey of the tailshaft system shall be borne by the
      Buyers unless the Classification Society requires such survey to be carried
      out,
      in which case the Sellers shall pay these expenses. The Sellers shall also
      pay
      the expenses if the Buyers require the survey and parts of the system are
      condemned or found defective or broken so as to affect the Vessel's
      class*.

    


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

    


    (iv)
      the
      Buyers' representative shall have the right to be present in the drydock, but
      without interfering with the work or decisions of the Classification surveyor.
      

    


    (v)
      the
      Buyers shall have the right to have the underwater parts of the Vessel cleaned
      and painted at their risk and expense without interfering with the Sellers'
      or
      the Classification surveyor's work, if any, and without affecting the Vessel's
      timely delivery. If, however, the Buyers' work in drydock is still in progress
      when the Sellers have completed the work which the Sellers are required to
      do,
      the additional docking time needed to complete the Buyers' work shall be for
      the
      Buyers' risk and expense. In the event that the Buyers' work requires such
      additional time, the Sellers may upon completion of the Sellers' work tender
      Notice of Readiness for delivery whilst the Vessel is still in drydock
 and
      the
      Buyers shall be obliged to take delivery in accordance with Clause
      3,
      whether
      the Vessel is in drydock or not and irrespective of Clause
      5 b).
      

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

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

    


    7.
      Spares/bunkers, etc. 

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Prior
      to delivery Sellers to prepare a list of major spares and stores on board and
      ashore.

    


    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):
      Gas
      bottles, videotel library, safety library, entertainment library, GSM phone
      (sim
      card), Charterers software, Owners/Managers computer and communication software,
      Q/A manuals, Q/A documentation, Q/A certificates, correspondence with Maersk,
      logbooks and report files.

    


    Buyers
      agree to take over the licenses and pay any licence fees after the
      sale.

    


    The
      Buyers shall take over the remaining bunkers
      and
      unused
      lubricating oils in storage tanks and sealed drums and pay Seller’s net contract
      prices supported by vouchers. Bunkers on board at time of delivery are the
      property of Charterers. The
      current net market price (excluding barging expense)
      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 Price. 

    


    8.
      Documentation

    The
      place
      of closing:
      London

    


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

    


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

    


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

    


    c)
      Confirmation of Class issued within 72 hours prior to delivery. 

    


    d)
      Current Certificate issued by the competent authorities stating that the Vessel
      is free from registered encumbrances. 

    


    e)
      Certificate of Deletion of the Vessel from the Vessel's registry or other
      official evidence of deletion appropriate to the Vessel's registry at the time
      of delivery, or, in the event that the registry does not as a matter of practice
      issue such documentation immediately, a written undertaking by the Sellers
      to
      effect deletion from the Vessel's registry forthwith and furnish a Certificate
      or other official evidence of deletion to the Buyers promptly and latest within
      4 (four) weeks after the Purchase Price has been paid and the Vessel has been
      delivered. 

    


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

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

    


    At
      the
      time of delivery the Sellers shall hand to the Buyers the classification
      certificate(s) as well as all Plans, manuals etc., as far as available which
      are
      on board the Vessel. Other certificates which are on board the Vessel shall
      also
      be handed over to the Buyers unless the Sellers are required to retain same,
      in
      which case the Buyers to have the right to take copies. Other technical
      documentation which may be in the Sellers' possession shall be promptly
      forwarded to the Buyers at their expense, if they so request. The Sellers may
      keep the Vessel's log books but the Buyers to have the right to take copies
      of
      same.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.
      Encumbrances

    


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

    


    10.
      Taxes, etc.

    


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

    


    11.
      Condition on delivery

    


    The
      Vessel with everything belonging to her shall be at the Sellers' risk and
      expense until she is delivered to the Buyers, but subject to the terms and
      conditions of this Agreement she shall be delivered and taken over as she was
      at
      the time of inspection, fair wear and tear excepted. However, the Vessel shall
      be delivered with her class maintained without condition/recommendation*, free
      of average damage affecting the Vessel's class, and with her classification
      certificates valid for
      3
      6
      months
      and

    national
      certificates, as well as all other certificates the Vessel had at the time
      of
      inspection, valid and unextended without condition/recommendation* by Class
      or
      the relevant authorities at the time of delivery. 

    The
      Buyers have agreed to compensate the Buyers USD 50,000 tot be deducted on
      payment of the Purchase Price as per clause 1, as full and final settlement
      for
      accepting the condition of the exhaust gas boiler (thermal oil), class Coce
      0146
      as it was at the time of inspection.

    "Inspection"
      in this Clause 11, shall mean the Buyers' inspection according to Clause
4
      a)
      or
4
      b),
      if
      applicable, or the Buyers' inspection prior to the signing of this Agreement.
      If
      the Vessel is taken over without inspection, the date of this Agreement shall
      be
      the relevant date. 

    *
      Notes,
      if any, in the surveyor's report which are accepted by the Classification
      Society 

    without
      condition/recommendation are not to be taken into account.

    


    12.
      Name/markings

    


    Upon
      delivery the Buyers undertake to change the name of the Vessel and alter
      funnel markings.
      

    


    13.
      Buyers' default 

    


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

    Should
      the Purchase Price not be paid in accordance with Clause
      3,
      the
      Sellers have the right to cancel the Agreement, in which case the deposit
      together with interest earned shall be released to the Sellers. If the deposit
      does not cover their loss, the Sellers shall be entitled to claim further
      compensation for their losses and for all expenses incurred together with
      interest.

    


    14.
      Sellers' default 

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    15.
      Buyers' representatives

    


    After
      this Agreement has been signed by both parties and the deposit has been lodged,
      the Buyers have the right to place two representatives on board the Vessel
      at
      their sole risk and expense upon arrival
      at on or about 

    These
      representatives are on board for the purpose of familiarisation and in the
      capacity of observers only, and they shall not interfere in any respect with
      the
      operation of the Vessel. The Buyers' representatives shall sign the Sellers'
      letter of indemnity prior to their embarkation. 

    


    Buyers
      to pay USD 10 per day per person for meals plus actual expenses for
      communication incurred or slop chest used. Said amount is to be paid at time
      of
      delivery together with the purchase price.

    


    16.
      Arbitration

    


    a)*
      This
      Agreement shall be governed by and construed in accordance with English law
      and
      any dispute arising out of this Agreement shall be referred to arbitration
      in
      London in accordance with the Arbitration Acts
      1950 and 1979 1966
      or
      any statutory modification or re-enactment thereof for the time being in force,
      one arbitrator being appointed by each party. On the receipt by one party of
      the
      nomination in writing of the other party's arbitrator, that party shall appoint
      their arbitrator within fourteen days, failing which the decision of the single
      arbitrator appointed shall apply. If two arbitrators properly appointed shall
      not agree they shall appoint an umpire whose decision shall be final.


    


    For
      disputes of less than USD 50,000 (fifty thousand) the LMAA Small Claims
      Procedure shall Apply.

    


    b)*
      This Agreement shall be governed by and construed in accordance with Title
      9 of
      the United
      States Code and the Law of the State of New York and should any dispute arise
      out of this Agreement, the matter in dispute shall be referred to three persons
      at New York, one to be
      appointed by each of the parties hereto, and the third by the two so chosen;
      their decision
      or that of any two of them shall be final, and for purpose of enforcing any
      award, this Agreement
      may be made a rule of the Court.

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

    


    c)*
      Any dispute arising out of this Agreement shall be referred to arbitration
      at subject
      to the procedures applicable there.

    The
      laws of shall govern this Agreement. 

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

    


    17.   Charter

    Upon
      delivery to Buyers, the Vessel shall be delivered back into a time charter
      with
      Sellers, Messrs Sartfell Shipping Limited for 24 months plus up to 90 days
      in
      Sellers’ option at a rate of USD 540,000 per calendar months/pro
      rata.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    18.

    


    The
      Sellers confirm that to the best of their knowledge the Vessel is not black
      listed by the Arab Boycott League or any other
      organization.

    


    19.  
        Touch
      bottom

    


    The
      Sellers confirm that to the best of their knowledge the Vessel has not touched
      bottom since last Drydock.

    


    20.   
        Originals

    


    This
      Memorandum of Agreement has been made out in two Originals, one for the Sellers
      and one for the Buyers.

     

     

    
      	
              Signed
                by:

            	 	 
	 	 	 
	 	 	 
	
              The
                Sellers

            	 	
              The
                Buyers

            
	
              Timberhill
                Limited

            	 	
              Barnes
                Bridge Shipping Limited