EX-10.4 11 file002.htm FORM OF MEMORANDUM OF AGREEMENT

                                                                        Exhibit 10.4

    The Form of Memorandum of Agreement for the following Identified Vessels is
    identical with respect to each vessel with the exception of the following
    specifications.

    GAS ETERNITY

    Agreement dated: June 22, 2005

    Seller: Gass Success Limited

    Buyer: Balcan Profit Limited

    Classification Society/Class: BV

    Built: 1998

    By: Watanabe dockyard, Japan

    Flag: Malta

    Place of registration: Valetta, Malta

    Call sign: DYAR

    Grt/Nrt: 3,549/1,064

    Register Number: IMO 9196450

    Purchase Price: $12,912,500

    Expected time of delivery of vessel: January 15 - February 15, 2006

    Cancellation date: February 15, 2006 at buyer's option

    GAS CRYSTAL

    Agreement dated: June 22, 2005

    Seller: East Technologies Limited

    Buyer: Iceland Limited

    Classification Society/Class: NK

    Built: 1990

    By: Shinhama Dockyard Ltd., Japan

    Flag: Malta

    Place of registration: Valetta, Malta

    Call sign: 9HW07

    Grt/Nrt: 3,888/1,167

    Register number: IMO8913215/ON8887

    Purchase price: $9,500,000

    Expected time of delivery of vessel: November 1 - 30, 2005

    Cancellation date: November 30, 2005 at buyer's option

    GAS LEGACY

    Agreement dated: June 22, 2005

    Seller: Quicksilver Shipping Limited

    Buyer: Northern Yield Shipping Limited

    Classification Society/Class: NK

    Built: 1998

    By: Shitanoe Zosen, Japan

    Flag: Cyprus

    Place of registration: Limassol, Cyprus

    Call sign: A3BM9

    Grt/Nrt: 3,392/1,018

    Register number: 9186948

    Purchase price: $13,050,000

    Expected time of delivery of vessel: November 1 - 30, 2005

    Cancellation date: November 30, 2005 at buyer's option

                                   ------------------------------------------------
                                    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:                          Revised 1966, 1983, 1986/87.
                                   ------------------------------------------------

    [                ], Sellers, have agreed to sell, and

    [                ], hereunder called the Buyers, have agreed to buy

    Name:

    Classification Society/Class:

    Built:                         By:

    Flag:                          Place of Registration:

    Call Sign:                     Grt/Nrt:

    Register Number:

    hereunder called the Vessel, on the following terms and considtions:

    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 modem form
    of written communication.

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

    1.   PURCHASE PRICE

    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:

                                       ----------
    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): 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 no drydocking or divers inspections however sellers will give
         buyers a document stating that vessel hasn't touched bottom for as long 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):

    The Buyers shall take over the remaining bunkers and unused lubricating oils in
    storage tanks and sealed drums and pay the current net market price (excluding
    barging expenses) 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: 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

                                       ----------
    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.

         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 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

                                       ----------
    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.

              non applicable

    13.  BUYERS' DEFAULT

    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.

    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. 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 voice. 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.

    FOR THE SELLERS                                       FOR THE BUYERS

    -------------                                         ----------------

    ATTORNEY-IN-FACT

                                       ----------
    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.