EX-10.5 22 file013.htm MEMORANDUM OF AGREEMENT FOR THE GAS MARATHON

                               ------------------------------------------------
                                Norwegian Shipbrokers' Association Memo-
                                randum of Agreement for sale and purchase of
                                ships. Adopted by the Baltic and International
MEMORANDUM OF AGREEMENT         Maritime Council (BIMCO) in 1956.
                                                  Code-name
                                                SALEFORM 1993
DATED: 20TH JUNE 2005           Revised 1966, 1983, 1986/87.
                               ------------------------------------------------

  EMPIRE SPIRIT LTD, marshall islands hereunder called the Sellers, have agreed
                     to sell, and

  BARONESS HOLDINGS INC., marshall islands hereunder called the Buyers, have
                          agreed to buy

Name: SWEET DREAM

Classification Society/Class: NK

Built: 1997                    By: Fukuoka shipbuilding, Japan

Flag: Bahamas                  Place of Registration: Nassau, Bahamas

Call Sign: C6TW3                   Grt/Nrt: 4402 / 1321

Register Number: 8000864 / IMO 9151149

hereunder called Vessel, on the following terms and condition:

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 $14,000,000

2.   DEPOSIT

It has been agreed between both parties that there will be no 10% deposit lodged
by buyers, the sellers will receive at the time of the closing of title the 100%
purchase price of the vessel together with extra payment for bunkers and
lubricants remaining on board at the time of delivery.

3.   PAYMENT

The said Purchase Price shall be paid in full free of bank charges to sellers
bank

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

     The Buyers have inspected the Vessel
     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.

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 15, 10 and 5 days notice of the estimated
     time of arrival at the intended place of 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 or at sea worldwide but always within IWL.

     in the Sellers' option.

     Expected time of delivery: 1-30 November 2005




This contract is a computer generated copy of the SALEFORM 1993 form, printed
under license from the Norwegian Shipbrokers' Association, using the BIMCO
Charter Party Editor. Any insertion or deletion to the form must be clearly
visible. In event of any modification being made to the preprinted text of this
document, which is not clearly visible, the original document, as recommended by
BIMCO, shall apply. The Norwegian Shipbrokers' Association and BIMCO assume no
responsibility for any loss or damage caused as a result of discrepancies
between the original document and this document.



     Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 30th of November
                                                               in buyers option

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 Seller's
     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

     There will be not drydocking or divers inspections however sellers will
     give buyers a document stating that vessel hasn't touched bottom for as
     along as its been under their ownership.

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.

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):

There will be no payment for bunkers or lubricants since those belong to the
charterers.

8.   DOCUMENTATION

The place of closing: athens

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 .............. (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 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.




This contract is a computer generated copy of the SALEFORM 1993 form, printed
under license from the Norwegian Shipbrokers' Association, using the BIMCO
Charter Party Editor. Any insertion or deletion to the form must be clearly
visible. In event of any modification being made to the preprinted text of this
document, which is not clearly visible, the original document, as recommended by
BIMCO, shall apply. The Norwegian Shipbrokers' Association and BIMCO assume no
responsibility for any loss or damage caused as a result of discrepancies
between the original document and this document.




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

"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

     non applicable

13.  BUYERS' DEFAULT

Should the Purchase Price not be paid in accordance with Clause 3, the Sellers
have the right to


This contract is a computer generated copy of the SALEFORM 1993 form, printed
under license from the Norwegian Shipbrokers' Association, using the BIMCO
Charter Party Editor. Any insertion or deletion to the form must be clearly
visible. In event of any modification being made to the preprinted text of this
document, which is not clearly visible, the original document, as recommended by
BIMCO, shall apply. The Norwegian Shipbrokers' Association and BIMCO assume no
responsibility for any loss or damage caused as a result of discrepancies
between the original document and this document.




cancel the Agreement, in which case the deposit together with interest earned
shall be released to the Sellers.

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 make 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. 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

Non applicable

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 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.

17.  SUBJECTS

Should the buyers fail to price the IPO by 20 Oct. then this moa will be
considered null and void. In such case buyers to have no obligation to purchase
the vessel. Should the purchase price, following the stealthgas IPO pricing not
be paid in accordance with this agreement, the sellers have the right to cancel
the agreement, sellers shall be entitled to claim compensation for their losses
and for all expenses incurred together with interest.

Charterers have to approve the new owners taking over the existing charterparty
within 3 working days otherwise the deal is null and void.

18.  CHARTER

The vessel will be delivered with bareboat attached to REO investments s.a
running until december 2005 (about). Buyers have read and accepted all terms of
the charterparty.



FOR THE SELLERS                                       FOR THE BUYERS

/s/ illegible                                         /s/ Harry Vafias

ATTORNEY-IN-FACT                                      Harry Vafias



This contract is a computer generated copy of the SALEFORM 1993 form, printed
under license from the Norwegian Shipbrokers' Association, using the BIMCO
Charter Party Editor. Any insertion or deletion to the form must be clearly
visible. In event of any modification being made to the preprinted text of this
document, which is not clearly visible, the original document, as recommended by
BIMCO, shall apply. The Norwegian Shipbrokers' Association and BIMCO assume no
responsibility for any loss or damage caused as a result of discrepancies
between the original document and this document.