of its indebtedness to United Tanker Corporation under said Article Sixth of said Credit Agreement.

Will you kindly confirm the above agreement by signing and returning the enclosed copy of this letter.

Yours very truly,

CHINA TRADING & INDUSTRIAL
DEVELOPMENT CORPORATION.

By

EXHIBIT No. 31

Legal Document

Parties: United Tanker Corp.

Olga Konow

Subject: American Viking Corp.

Serial No. 491207-1

UNITED TANKER CORPORATION,

317-325 South State Street, Dover, Delaware.

DECEMBER 7, 1949.

· DEAR SIRS: This will confirm the agreement between us as follows: 1. I agree to sell, and you agree to purchase, 15,810 shares of common stock of American Viking Corporation, a Delaware corporation (herein called "Viking") and all of the outstanding capital stock of Wonok Corporation, a Delaware corporation (herein called "Wonok") for $300,000, of which $60,000 shall be paid in cash and $240,000 shall be paid by you in four equal annual installments of $60,000 each, commencing one year from the date hereof. Upon default, in the payment of any one of the installments the remaining installments shall immediately become due and payable without notice. Your indebtedness shall bear no interest, except that in the case of failure to pay any installment when it becomes due such defaulted installment will bear interest at the rate of 6% per annum from its date due to the date of payment. Delivery of the stock of Viking and Wonok by me and payment by you of $60,000 cash, shall be effected concurrently with the execution of this agreement. The certificates for the stock of Viking and Wonok shall be in transferrable form with all necessary stock transfer stamps affixed.

2. Concurrently with your purchase of the stock of Wonok and Viking, Viking will execute an employment contract in the form annexed hereto as Exhibit A providing for my employment by Viking for a period of five years and six months at a salary of $1,667 per month, payable on the last day of each month commencing December 31, 1949, and you will execute a contract in the form annexed hereto as Exhibit B, guaranteeing said employment contract and agreeing to pay me certain existing indebtedness for past services.

3. As security for the performance of your obligations referred to in paragraphs 1 and 2 above, you agree to execute and deliver in instrument of assignment in the form annexed hereto as Exhibit C, assigning to me the note dated April 29, 1948, drawn by National Tanker Corporation to United Tanker Corporation in the amount of $365,000, which note has been assumed by Oceanic Maritime Corporation, and payment of which has been extended by agreement dated December 6, 1949, secured by the second preferred mortgage on the T2 tanker Kettleman Hills. A copy of such second mortgage is annexed hereto as Exhibit

D.

4. I represent and warrant as follows:

(a) Viking is a duly organized and validly existing corporation under the laws of the State of Delaware, with an outstanding capital stock consisting of 31,000 shares of common stock of which 15,810 shares are owned of record by me

and 15,190 shares are owned of record by you, and 10,000 shares of preferred stock of which 2,000 shares are owned of record by Wonok and 8,000 shares are owned of record by you.

(b) Attached hereto as Exhibit E are the financial statements of Viking as at September 30, 1949. Said financial statements are correct and complete and fairly present, in accordance with sound principles of accounting customarily maintained during the period under review, the financial position of Viking as at said date and the results of the operations for the period January 1, 1949 to said date. There have been no material changes in the condition of Viking, financial or otherwise, from that set forth in said balance sheet, except as stated in the schedules attached to said balance sheet showing the accounts payable, accounts receivable and cash balance of Viking as at December 6, 1949, and except that the note of Wonok Corporation in the amount of $200,000, and the preferred stock carried at $200,000 under "Other Investments", owned by Viking at the date of said balance sheet have heretofore been exchanged for 4,000 shares of preferred stock $100 par value, of Oceanic Maritime Corporation. (c) Viking has made no commitments with respect to the chartering or other use of the Destiny or the St. Christopher, except that the St. Christopher is now operating under a charter for three consecutive voyages to an Argentine charterer, a copy of which is annexed hereto as Exhibit F.

(d) Viking is not a party to any contract or agreement of employment or for the payment of commissions or brokerage fees or any service contract, except for the employment contract with me to be executed concurrently with the execution of this agreement as provided in paragraph "2" above and except for contracts or agreements which may be terminated by Viking at its option without notice.

(e) Wonok is a duly organized and validly existing corporation under the laws of the State of Delaware. Its outstanding capital stock consists of five shares of $100 par value, all of which are held of record by me. Wonok has no liabilities except its liability on its note for $200,000 which has been assigned to you by Viking, and Wonok has no assets except its ownership of 2,000 shares of preferred stock of Viking and its contract dated February 18, 1948 with China Trading & Industrial Development Corporation which has been assumed by you. In the event that Wonok shall be subject to any income tax or other liability arising out of any act or omission prior to the date of this agreement, I agree to pay you promptly upon your request the amount of any such liability and to indemnify you against all expense or loss in connection therewith.

(f) I have good title to the shares of stock of Viking and the shares of stock of Wonok to be sold by me hereunder, and have full right and authority to sell and deliver such shares and upon delivery of and payment for such shares, as herein provided, you will receive good and marketable title to the said shares free and clear of any liens.

5. You represent and warrant that:

(a) You are the owner, free and clear of liens, of the note dated April 29, 1948 in the amount of $365,000 executed and delivered to you by National Tanker Corporation secured by a second preferred mortgage on the vessel Kettleman Hills, official No. 246,425 given by National Tanker Corporation to you dated April 29, 1948 and recorded in the office of the Collector of Customs of the Port of Wilmington, Delaware on April 29, 1948 at 4:32 p. m. Eastern Standard Time in Mortgage Book D-23, page 41, which said note and mortgage have been assumed by Oceanic Maritime Corporation by an instrument of assumption recorded in the office of the Collector of Customs of the Port of Wilmington, Delaware on June 15, 1948 at 3:47 p. m. Eastern Standard Time in Mortgage Book D-24, page 23; and that no payment has heretofore been made on said note.

(b) The aforesaid note in the amount of $365,000, and the second preferred mortgage on the Kettleman Hills securing the same, are the valid and legally binding obligations of Oceanic Maritime Corporation, a subsidiary of your Corporation.

(c) Oceanic Maritime Corporation is a duly organized and validly existing corporation under the laws of the State of Delaware.

(d) The aforesaid second preferred mortgage on the Kettleman Hills, securing said note in the amount of $365,000, is by its terms subordinate to the first preferred mortgage on said Kettleman Hills to Bankers Commercial Corporation originally in the amount of $1,485,000. Said preferred mortgage on the Kettleman Hills has been reduced by payment to the amount of $234,200 as of the date hereof. Under the provisions of said first preferred mortgage, Oceanic Maritime Corporation and/or National Tanker Corporation has the right at its election to prepay said first preferred mortgage and the note secured thereby, at any time by payment of the principal unpaid balance, together with accrued interest. You agree that, in the event of any default by you in the payment of your obligations secured by the assignment to me of the aforesaid second preferred mortgage, you will at my request and upon my advancing the necessary funds, cause Oceanic Maritime Corporation and/or National Tanker Corporation to exercise its right to prepay said first preferred mortgage and to deliver a discharge or assignment of said first preferred mortgage to me.

(e) Promptly after the execution and delivery of this agreement you will cause Wonok to take such steps as may be necessary to change its name, and you agree that neither you nor any affiliated corporation will use the name "Wonok."" 6. It is agreed that you will cause Viking to vacate the premises formerly occupied by it at 25 Broadway, New York, N. Y., and that Viking shall be under no further liability for the rental of such premises. I agree to cooperate with you in facilitating the transfer of the offices of Viking to such premises as you may designate in the City of New York, New York.

7. Concurrently with the execution hereof the present officers and directors of Viking and Wonok will submit to you their resignations.

8. It is agreed that the covenants, agreements, representations and warranties made herein shall survive the delivery of the stock of Viking and Wonok, the delivery of your note and the delivery of the contracts referred to in paragraph

9. This agreement shall be construed in accordance with the laws of the State of New York.

Will you kindly confirm that the foregoing correctly sets forth the agreement between us by signing and returning the enclosed duplicate of this letter.

Very truly yours,

Confirmed December 7th 1949.

By /s/ W. H. Sieling, V. P.

/s/ OLGA KONOW.

UNITED TANKER CORPORATION,

Effective immediately Lambert Brothers .88 Leadenhall Street London Cable Address Lambert will operate timecharter Stop All communications hereafter to them and instructions from them.

CARGOSTEAM,

(Code name for Sieling and Jarvis-SLS) Same wording to: Master SS Stylianos N. Vlassopulos, Sagimont, Genoa Nazario Sauro, Framership, Dunkerque Both via Commercial SJV2 & 3.

Το

Via RCA, WU, Commercial

SIELING & JARVIS CORP.

COPY OF MESSAGE SENT

DECEMBER 19, 1950 1: 15P LRS: BA

The attached message was sent to the following agents:

As of today all China trading timechartered cargo vessels will be operated by Lambert London stop All future correspondence with them stop Have recommended they continue your agency

CARGOSTEAM.