___________________________________________________________________________________

SALES AND PURCHASE CONTRACT FOR UREA46%N FERTILIZER, PRILLED

TRANSACTION CODE AND REFERENCE NUMBER DATE OF ISSUE : CONTRACT NUMBER : SELLERS CODE : BUYERS CODE : THE SELLER COMPANY ADDRESS CITY COUNTRY TELEPHONE EFAX EMAIL REPRESENTED BY THE BUYER COMPANY ADDRESS CITY COUNTRY TELEPHONE FAX EMAIL REPRESENTED BY

: : : : : : : : AND : : : : :+ :+ : : MR.

WHEREAS THE BUYER HEREBY MAKES AND CONFIRMS THAT THEY ARE READY, WILLING AND ABLE TO PURCHASE .. 000 METRIC TONS (+/-5%) OF UREA 46% N UNDER THE TERMS AND CONDITIONS MENTIONED SUBJECT TO EXECUTION OF THE CONTRACT FOR THE PURCHASE OF THE SAID COMMODITY UPON CONSIDERATION OF THE MUTUAL AGREEMENT. AND WHEREAS THE SELLER WITH FULL CORPORATE AUTHORITY AND RESPONSIBILITY HEREBY CERTIFIES, REPRESENTS AND WARRANTS IRREVOCABLY THAT IT CAN FULFILL THE REQUIREMENTS OF THIS AGREEMENT AND PROVIDE THE PRODUCT UNDER THE TERMS AND CONDITIONS CONTAINED HEREIN FOR A TOTAL QUANTITY OF 000 MT (+/-5%) WITH ROLLS AND EXTENSIONS, ROLL OVER AND RENEWALS AS MUTUALLY AGREED. AND WHEREAS, EACH OF THE OFFICERS EXECUTING RESPECTIVELY ON BEHALF OF THE SELLER AND THE BUYER HEREIN EACH REPRESENT THAT THEY HAVE THE FULL AUTHORITY TO EXECUTE THIS AGREEMENT AND THAT THE BUYER AND SELLER EACH AGREES HERETO TO BE BOUND BY THE TERMS AND CONDITIONS STATED HEREIN: BOTH PARTIES HEREBY AGREE AND COVENANT AS TO HONORING THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT AS PER THE INTERNATIONAL CHAMBER OF COMMERCE ICC 500, 1993 REVISION. ARTICLE 01 - ORIGIN CIS CUNTRIES/UKRAINE/RUSSIAN FEDERATION OR AT SELLERS OPTION ARTICLE 02 - PRODUCT NAME, QUALITY AND SPECIFICATIONS THE COMMODITY SHALL BE CORRESPONDING AS PER INSPECTION CERTIFICATE ISSUED BY SGS OR COMPATIBLE WORLD CLASS INSPECTION ORGANIZATION AT PORT OF LOADING CONFIRMING THAT THE COMMODITY MEETS THE FOLLOWING SPECIFICATIONS:

THE SELLER:

THE BUYER:

PRODUCT: SPECIFICATION:

UREA 46% N, FERTILIZER, PRILLED, AGRICULTURAL GRADE, GOST 2081-92, GRADE 'B' + NITROGEN (DRY BASIS): + MOISTURE (DRY METHOD): + FREE AMMONIA: + BIURET: + COLOR: + FREE FLOWING: + MELTING POINT: + PRILLED: + GRANULATION: + RADIATION: + ORIGIN: 46% MIN. 0.5% MAX. BY METHOD OF DRYNG 160 PXT PPM MAX. 1.0% MAX. STANDARD WHITE OR PURE WHITE PRILLED 100% ANTI-CAKING TREATED 132 DEGREES CELSIUS 95.0 % MAX. 1-4 MM 90% MIN., LESS THAN 2MM 1% GREATER NON-RADIOACTIVE CERTIFIED RUSSIA/UKRAINE/CIS OR SELLERS OPTION

PURE WHITE, FREE FLOWING AND FREE FROM HARMFUL SUBSTANCES ADEQUATELY TREATED AGAINST CAKING. CERTIFIED NON-RADIOACTIVE. ARTICLE 03 - PACKING .. ARTICLE 04 - DESTINATION . PORT TIME OF SHIPMENT: THE DATE OF SHIPMENT IS CONSIDERED AS THE DATE OF BILL OF LADING. ARTICLE 05 - BASIS OF DELIVERY __________________ METRIC TONS PER MONTH FOR 12 MONTHS, AND 08 (HEIGHT) SHIPMENTS OF 12 500 MT EACH. PLACE/PORT OF LOADING: THE NOMINATED PORTS OF LOADING IS PORTS OF BLACK SEA NOVOROSSIYSK, RUSSIA AND/OR YUZHNY, ODESSA, UKRAINE, SELLERS OPTION. INCOTERMS: INCOTERMS 2000 PERIOD (MONTH/YEAR) JANNUARY MARCH MAY JULY SEPTEMBER NOVEMBER QUANTITY .MT .MT .MT .MT .MT .MT PERIOD FEBRUARY APRIL JUNE AUGUST OCTOBER DECEMBER QUANTITY MT MT MT MT MT MT

ARTICLE 06 - PRODUCT DOCUMENTATION A FULL SET OF THE FOLLOWING DOCUMENTS WILL BE ISSUED: CLEAN ON BOARD OCEAN BILL OF LADING MARKED FREIGHT PREPAID SHORT FORM - FULL SET IN 3 ORIGINALS. PACKING LIST IN 3 ORIGINALS AND 3 COPIES. SIGNED COMMERCIAL INVOICE IN 3 ORIGINALS AND 3 COPIES. CERTIFICATE OF ORIGIN ISSUED BY OR ENDORSED BY THE CHAMBER OF COMMERCE OF COUNTRY OF ORIGIN OR DEPARTMENT OF TRADE OR MINISTRY OF INDUSTRY AND TRADE IN 1 ORIGINAL AND 3 COPIES. CERTIFICATE OF QUALITY AND QUANTITY AND WEIGHT ISSUED BY SGS INSPECTION IN 2 ORINGINALS. CERTIFICATE OF HOLD AND HATCH CLEANLINESS ISSUED BY SGS OR AN INDEPENDENT SURVEYOR IN 2 ORIGINALS. CERTIFICATE OF INSURANCE. COPY OF FAX OR CABLE SENT BY SELLER WITHIN 8 (EIGHT) WORKING DAYS FROM BL-DATE TO THE BUYER + BUYERS BANK OF THE DETAILED SHIPPING ADVICE SHOWING: DOCUMENTARY LETTERS OF CREDIT NUMBER + COMMODITY NAME + VESSELS NAME + NATIONALITY + FLAG + B/L WITH NUMBER AND DATE + QUANTITY OF LOADED CARGO + NAME OF LOADING PORT + ETA AT DISCHARGING PORT + TOTAL INVOICE VALUE. SGS CERTIFICATE CONFIRMING THE GOODS FULLY SHIPPED AT THE LOADING PORT BUYERS SIGNED AND SEALED CERTIFICATE CONFIRMING THE CARRYING VESSEL TO BE ACCEPTED IN 1 ORIGINAL AND 2 COPIES.

THE SELLER:

THE BUYER:

ARTICLE 07 - WEIGHT AND QUALITY AN INSPECTION SOCIETE GENERALE DE SURVEILLANCE (SGS) AT SELLERS COST SHALL INSPECT COMMODITY AT THE PLACE/PORT OF LOADING. SGS SHALL ISSUE AN INSPECTION CERTIFICATE OF QUALITY AND QUANTITY FOR EACH SHIPMENT TO CERTIFY THAT THE GOODS ARE IN GOOD ORDER AND CONDITION AND BEING CONFORM TO THE SPECIFICATIONS HEREIN STATED FOR UREA 46, AGRICULTURE GRADE. BUYER IS ENTITLED TO LODGE THE CLAIM ON QUALITY IF AND WHEN NECESSARY; WITHIN 30 DAYS AFTER THE COMPLETION OF DISCHARGE AT DISCHARGING PORT: THE CLAIM SHALL BE SUBMITTED IN TWO COPIES AND SHOULD CONTAIN FOLLOWING: DATE, CONTRACT NUMBER, DESCRIPTION OF THE GOODS IN ACCORDANCE WITH THE CONTRACT, WEIGHT OF THE GOODS WITH RESPECT TO THE CLAIM SUBMITTED, VESSELS NAME AND NUMBER OF B/L, THE MARKING OF THE GOODS, A CERTIFICATE OF DAMAGE WITH DETAILED DESCRIPTION OF DEFECTS AND DAMAGES OR ANY NON-CONFORMITIES OF THE GOODS TO THE CONTRACT QUALITY CONDITIONS. THE CLAIM IS TO BE SUPPORTED WITH SGS CLAIM CERTIFICATE ISSUED BY SGS INSPECTION AGENGY AT THE DISCHARGING PORT AND ARRANGED AT BUYERS EXPENSES. THE CLAIM HAS TO BE SENT TO THE SELLER BY REGISTERED MAIL, THE POSTAL STAMP ON THE LETTER SHALL BE CONSIDERED AS THE DATE OF THE CLAIM. MATERIALS UNDER CLAIM HAVE TO BE KEPT ON SELLERS DISPOSAL UNTIL THE SETTLEMENT OF THE CLAIM AND BEFORE THAT IT CANT BE PROCESSED OR RE-SOLD. SHOULD THE BUYER FAIL TO SUBMIT THE CLAIM WITHIN STIPULATED PERIOD, HE LOSES FURTHER HIS RIGHTS TO CLAIM. SHOULD THE SELLER DISPUTE THE DIFFERENCE IN QUALITY CLAIMED AT THE DISCHARGING PORT, HE HAS THE RIGHT TO APPOINT THE INDEPENDENT SURVEYOR (MUTUALLY AGREED BY BOTH PARTIES) TO ASCERTAIN THE FINAL QUALITY. RESULT FOUND BY INDEPENDENT SURVEYOR SHALL BE FINAL AND BINDING FOR BOTH PARTIES AND THE COST OF THE SURVEY TO BE ON THE ACCOUNT OF THE PARTY FOUND TO BE WRONG. ARTICLE 08 - PRODUCT PRICE THE BUYER AND SELLER AGREE TO THE FOLLOWING QUANTITIES, PRICE AND PAYMENT TERMS: TOTAL QUANTITY : .. 000 METRIC TONS (+/-5%) SHIPMENTS : ................. METRIC TONS (+/-5%) PRICE : USD $.........00 PER METRIC TON CIF FO BASIS TO PORTS MENTIONED IN ARTICLE 04. SHIPMENT VALUE : USD $.........00.00 (.......................... US DOLLARS (+/- 5%) CONTRACT VALUE : USD $................00 (........................ US DOLLARS) (+/- 5%) FOR AN AGREGATED QUANTITY OF ............... MT (+/- 5%) AT USD $........ PER METRIC TON ON CIF FO BASIS. ARTICLE 09 PERFORMANCE BOND THE PERFORMANCE BOND 2.0%, SHALL BE ISSUED FROM AN EQUAL ACCEPTABLE PRIME INTERNATIONAL BANK TO BUYERS BANK AND CONFIRMED IRREVOCABLY. BUYER SHALL BE RESPONSIBLE FOR HIS BANK CHARGES AND COMMISSIONS ON HIS SIDE. SELLER SHALL BE RESPONSIBLE FOR HIS BANK CHARGES AND COMMISSIONS ON HIS SIDE. THE SAID STANDBY LETTER OF CREDIT SHALL BE SUBJECT TO THE UNIFORM RULES AND PRACTICE FOR BANK GUARANTEES (UCP 458) ISSUED BY ICC PARIS, FRANCE, LATEST REVISION THEREOF. SELLER REQUESTS THE BUYER TO FORWARD THE WORDING OF THE STANDBY LETTER OF CREDIT FOR NECESSARY APPROVAL OF SELLERS BANK ETC. ARTICLE 10 - TERMS OF PAYMENT THE BUYER WILL WORK TO PROVIDE AN IRREVOCABLE, TRANSFERABLE, UNENCUMBERED, UNCONDITIONAL, DIVISIBLE STANDBY LETTER OF CREDIT FOR THE TOTAL QUANTITY CONTRACTED. THIS STANDBY LC WILL BE ISSUED AND/OR CONFIRMAED BY A FIRST CLASS BANK PAYABLE 100% AT SIGHT IN OUR BANK AGAINST PRESENTATION OF SHIPPING DOCUMENTS AS PER CONTRACT. THE STANDBY LETTER OF CREDIT SHALL BE NEGOTIABLE AND PAYABLE AT THE SELLERS BANK. LETTER OF CREDIT OPENING BANK SHALL ALLOW TO ADD CONFIRMATION BY ANY BANK AT THE EXPENSE OF THE BUYERS SIDE. ADVISING BANK IS NOT ACCEPTABLE.

THE SELLER:

THE BUYER:

THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM RULES AND PRACTICE FOR DOCUMENTARY CREDITS UCP 500 ISSUED BY ICC. PRIOR TO OPENING OF THE STANDBY LETTER OF CREDIT SELLER SHALL RECEIVE BY SWIFT NON-OPERATIVE THE WORDING OF THE STANDBY LETTER OF CREDIT FOR VERIFICATION BY THE SELLER BANK TO AVOID UNNECESSARY BANK-CHARGES. THE STANDBY LETTER OF CREDIT SHALL BE ISSUED FOR THE SUM OF USD $...................... 000.00 (+/- 5%), COVERING THE WHOLE QUANTITY OF METRIC TONS OF UREA. OTHER DOCUMENTS: CHARTER PARTY BILL OF LADING AND THIRD PARTY DOCUMENTS ARE ACCEPTABLE. PARTIAL SHIPMENT ALLOWED AND TRANSSHIPMENT NOT ALLOWED. SHIPPING DOCUMENTS PRESENTED WITHIN 21 (TWENTY ONE) DAYS AFTER BILL OF LADING DATE BUT WITHIN STANDBY LETTER OF CREDIT VALIDITY ARE ACCEPTABLE. THE DOCUMENTS SHALL INCLUDE CHARTER PARTY BILLS OF LADING AND SUCH DOCUMENTS SHALL BE ACCEPTABLE. QUANTITY AND AMOUNT OF BANK GUARANTEE PLUS OR MINUS FIVE PERCENT (+/-5%) ALLOWED. DOCUMENTS WORDING (PCT) OR (%) OR (0/0) OR (PERCENT) IS ACCEPTABLE. BANK GUARANTEE AMENDMENT CHARGES WILL BE AT FAULTY PARTYS ACCOUNT. ALL BANK CHARGES AT ISSUING BANK ONLY ARE FOR THE ACCOUNT OF APPLICANT. ARTICLE 11 - OTHER CONTRACT CONDITIONS SHIPMENT IN VESSELS CLASSIFIED LLOYDS 1001A OR EQUIVALENT. SELLERS TO NOMINATE VESSEL MIN 5 DAYS BEFORE ETA FOR LOADING. SELLER TO NOMINATE SHIP AGENT AT DISCHARGE PORT BEFORE ETA FOR UNLOADING. ARTICLE 12 - CONTRACT PROCEDURES THE SELLER ISSUES DRAFT CONTRACT FOR THE BUYER FOR APPROVAL AND SIGNATURE. THE BUYER SIGNS, STAMPS AND RETURNS THE DRAFT CONTRACT WHICH WILL BE DEEMED AS ORIGINALS UNTIL HARD COPIES ARE EXCHANGED. WITHIN 10 (TEN) INTERNATIONAL BANKING DAYS AFTER SIGNATURE OF THE CONTRACT. THE BUYER SHALL ISSUE FROM AN ACCEPTABLE INTERNATIONAL BANK TO THE SELLERS NOMINATED BANK THE NONOPERATIVE STANDBY LETTER OF CREDIT IN THE AMOUNT OF USD $80 400 000.00 (HEIGHTY MILLIONS FOUR HUNDRED THOUSANDS US DOLLARS) (+/-5%) FOR VERIFICATION AND DUE DILIGENCE THE SELLER, AFTER ACCEPTANCE OF THE STANDBY LETTER OF CREDIT BY HIS BANK RECEIPT, WILL ISSUE A 2% PERFORMANCE BOND FOR ACTIVATION OF THE STANDBY LETTER OF CREDIT. SHIPMENT COMMENCES AS PER CONTRACT. REMARKS: - SELLERS BANK ACKNOWLEDGES RECEIPT OF THE STANDBY LETTER OF CREDIT AND SENDS BACK THE 2.0% PERFORMANCE BOND TO BUYERS BANK. THIS 2.0% PERFORMANCE BOND OFFICIALISES AND ACTIVATES THE STANDBY LETTER OF CREDIT. MISCELLANEOUS: UPON SIGNING THIS CONTRACT ALL PREVIOUS NEGOTIATIONS AND ALSO ALL PREVIOUS CORRESPONDENCE IS TO BE CONSIDERED NULL AND VOID. CHANGES TO THE TERMS AND CONDITIONS OF THIS CONTRACT MUST BE IN WRITING AND AGREED TO IN WRITING BY ALL PARTIES INVOLVED. THIS CONTRACT SHALL BE LEGAL AND BINDING UPON SIGNATURE OF THE FAXED/EMAIL COPIES THEREOF AND UPON RECEIPT OF THE COUNTERSIGNED FAX/EMAIL COPY. CARBON COPIES CANNOT BE USED AND WILL NOT BE ACCEPTED. DOCUMENTS IN OTHER THAN ENGLISH LANGUAGE ARE NOT ACCEPTABLE. THIS CONTRACT IS ONLY CONSIDERED VALID AND CONCLUDED AFTER THE PARTIES HAVE SIGNED ALL PAGES INDIVIDUALLY AND PUT THEIR SIGNATURE AND CORPORATE SEAL. ARTICLE 13 PRE ADVICE OF SHIPMENT - VESSEL DISCHARGE & TERMS OF DELIVERY PRE ADVICE OF SHIPMENT: TEN (10) WORKING DAYS BEFORE LOADING COMMENCES, THE SELLER SHALL INFORM THE BUYER BY CABLE, TELEX OR FAX OF THE CONTRACT NUMBER, STANDBY LETTER OF CREDIT NUMBER, NAME OF THE COMMODITY, NAME OF SHIP, NATIONALITY OF SHIP, QUANTITY, FLAG OF SHIP, AGE OF SHIP, LOA-BEAM, NUMBER OF HOLDSHATCHES-CRANES-DERRICKS, NAME OF THE LOADING PORT AND ARRIVAL DATE AT PORT OF LOADING. NOTICE OF SHIPMENT: AFTER THE VESSEL IS LOADED AND DEPARTED THE PORT OF LOADING FOR PORT OF DESTINATION (WITHIN 1 (ONE) WORKING DAY AFTER THE DATE OF B/L) AND WHEN THE SHIP IS TO ARRIVE, THE SELLER OR THE MASTER OF THE VESSEL OR HIS AUTHORIZED AGENT AT THE DESTINATION PORT SHALL NOTIFY THE BUYER BY FAX. THE

THE SELLER:

THE BUYER:

NOTIFICATIONS SHALL BE DONE IN ACCORDANCE WITH THE INTERNATIONAL ACCEPTED STANDARDS. ALSO FOLLOWING VESSEL DESCRIPTION SHALL BE INCLUDED. A) NAME OF THE VESSEL B) NATIONALITY OF THE VESSEL C) CONTRACT NUMBER D) QUANTITY E) AGE OF THE VESSEL F) FLAG OF THE VESSEL G) LOA/BEAM H) NUMBER OF HOLDS/HATCHES/CRANES/DERRICKS VESSEL DISCHARGE: THE VESSELS MASTER IS TO ADVISE THE BUYER OR HIS AGENT AT THE PORT OF DISCHARGE OF THE VESSELS NAME, EXPECTED DATE OF ARRIVAL, VESSEL CAPACITY, NUMBER OF HATCHES, NUMBER OF CARGO CHAMBERS, QUANTITY LOADED PER CARGO CHAMBER, AND THE PARTICULARS OF THE VESSELS READINESS TO EFFECT CARGO OPERATIONS THROUGH ALL HATCHES. THE VESSELS MASTER SHALL GIVE 10 (TEN) DAY AND 7 (SEVEN) DAY PROVISIONAL NOTICE AND 72, 36 AND 24-HOUR FINAL NOTICE OF VESSELS ESTIMATED TIME OF ARRIVAL AT THE PORT OF DESTINATION TO THE BUYER OR HIS AGENT AT THE PORT OF DISCHARGE. SUCH NOTICE SHALL BE EFFECTED DURING NORMAL BUSINESS HOURS AND WHETHER IN BERTH OR NOT. LAY TIME SHALL COMMENCE FROM 01:00 PM OF VESSELS TENDER NOTICE OF READINESS (NOR) TO DISCHARGE, WHETHER VESSEL IS AT BERTH OR NOT, IN FREE PARTITE OR NOT, CUSTOMS CLEARED OR NOT. IF GIVEN AFTER 12:00 NOON, THE LAYTIME IS TO COMMENCE THE NEXT WORKING DAY AT 08:00 AM. NOR CAN BE TENDERED BY CABLE/TELEX BY VESSELS MASTER/VESSELS OWNER/AGENT. IF THE PORT IS CONGESTED, LAY TIME IS TO COMMENCE 24 (TWENTY FOUR) HOURS AFTER NOTICE OF READINESS IS GIVEN. THE BUYER IS RESPONSIBLE FOR THE COMMODITIES DISCHARGE. THE AVERAGE DISCHARGE RATE SHALL BE MAX. 3,500 METRIC TONNES PER DAY, REGARDLESS THE WHETHER CONDITIONS, OF CONSECUTIVE 24 (TWENTY-FOUR) HOURS, SUNDAY AND HOLIDAY EXCLUDED EVEN IF USED. THE TIME FROM 17:00 HOURS ON SATURDAY TO 08:00 HOURS ON MONDAY AND FROM 17:00 HOURS ON THE DAY PRECEDING TO 08:00 HOURS ON THE DAY SUCCEEDING ANY HOLIDAY ARE EXCLUDED EVEN IF USED ON BASIS OF VESSEL MUST HAVE AT LEAST 3 HATCHES/HOLDS AND DERRICKS/CRANES AVAILABLE IN GOOD ORDER. IF FACILITIES ARE PROVIDED LESS THAN THE ABOVE STATED, THE DISCHARGE RATE SHALL BE PRO-RATE ACCORDINGLY. DEMURRAGE TO BE SETTLED IN USD WITHIN 30 (THIRTY) WORKING DAYS AFTER SUBMISSION OF SUBSTANTIATING DOCUMENTS RESP. FROM RECEIPT OF THE VESSELS OWNER OR MASTER INVOICE. VESSEL MASTER SHALL ISSUE MASTER INVOICE WITHIN 6 (SIX) STANDARD BUSINESS HOURS. DEMURRAGE/DISPATCH RATE TO BE DETERMINED AS PER THE GOVERNING CHARTER PARTY AT TIME OF VESSEL NOMINATION BUT MAXIMUM USD AS PER DAY PRO-RATE. SELLER WILL ANNOUNCE THE BUYER OF FIXED DERN/DES RATE (OR AS PER C/P). WHEN THE SELLER WILL PROVIDE INFORMING VESSEL NOMINATION AND THE COPY OF CHARTER PARTY OR FIXTURE NOTE VIA FACSIMILE TO THE BUYER. WHEN THE SELLER FROM OWNER BEFORE VESSEL ARRIVAL RECEIVES THE SAME, SELLER HAS TO INFORM VESSEL NOMINATION WITH DETAILED PARTICULARS AND DEM/DES RATE TO THE BUYER PRIOR TO FIXING THE SUMS WITH OWNER. WITHIN 48 (FORTY EIGHT) HOURS, BUYER SHALL CONFIRM HIS ACCEPTANCE OR NON-ACCEPTANCE (WITH REASONS) OF VESSEL NOMINATION TO THE SELLER. WITHIN 30 (THIRTY) DAYS UPON COMPLETION OF DISCHARGING, SELLER/BUYER SHALL SEND LAYTIME SHEET, ORIGINAL STATEMENT OF FACT, NOTICE OF READINESS TO BUYER/SELLER TO CLAIM AND ASKING FOR SETTLING DEMURRAGE/DISPATCH. DEMURRAGE OR DISPATCH AMOUNT MUST BE SETTLED BY BUYER/SELLER WITHIN 30 (THIRTY) DAYS FROM DATE OF CLAIMING. IF THE BUYER FAILS TO PAY DEMURRAGE CHARGES FOR ANY SHIPMENT UNDER THIS CONTRACT, SELLER SHALL WITHOUT INCURRING DEFAULT UNDER THIS CONTRACT, HAVE THE RIGHT TO DELAY OR TERMINATE FURTHER SHIPMENT(S) UNTIL ANY PAST DUE DEMURRAGE IS PAID BY UNCONDITIONAL SWIFT WIRE. SHALL THE VESSEL BE REQUIRED TO SHIFT FROM ONE BERTH TO ANOTHER AT DISCHARGING PORT, TIME USED IN SHIFTING SHALL NOT BE COUNTED AS LAY-TIME: COST OF SHIFTING SHALL BE FOR BUYERS ACCOUNT. ALL TAXES OR LEVIES IMPOSED BY THE COUNTRY OF DESTINATION, HAVING ANY EFFECT ON THIS CONTRACT, ARE FOR THE BUYERS ACCOUNT AND HIS SOLE RESPONSIBILITY. ANY TAXES OR LEVIES AT THE LOADING POINT ARE FOR SELLER'S ACCOUNT. GEARED OR GEARLESS VESSEL ALLOWED. THE BUYER SHALL BEAR ALL COST AT PORT OF DESTINATION, DEMURRAGE AT THE DISCHARGE PORT, DISPATCH DUTIES TAXES AND PAYMENT OF ANY KIND ON CARGO BY AUTHORITIES OR GOVERNMENT OF THE COUNTRY OF DESTINATION TO WHICH THE GOODS ARE DELIVERED. THE BUYER IS RESPONSIBLE FOR LIGHTENING COST AT PORT OF DISCHARGE.

THE SELLER:

THE BUYER:

TIME CONSUMED TO REPAIR DERRICKS, WINCHES OR OTHER EQUIPMENT REQUIRED FOR LOADING/UNLOADING OF SHIP WOULD BE EXCLUDED FROM WORKING-TIME.

TERMS OF DELIVERY: THE DATE OF THE BILL OF LADING SHALL BE CONSIDERED THE DATE OF THE SHIPMENT AND DELIVERY. THIRD PARTY BILL OF LADING SHALL BE ACCEPTABLE THE SHIPMENT SHALL BE AS PER AGREEMENT TO THIS CONTRACT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE CONTRACT. TERMS AND CONDITIONS OF THE CHARTER PARTY SHOULD COMPLY WITH THE TERMS AND CONDITIONS AS CONTAINED HEREIN. SHOULD ANY TERMS OR CONDITIONS OF THE CHARTER PARTY CONFLICT WITH THIS CONTRACT, THE TERMS AND CONDITIONS WITHIN THIS CONTRACT SHALL PREVAIL. INSURANCE: THE SELLER SHALL ARRANGE FOR INSURANCE OF AN ALL-RISK MARINE POLICY AND SHALL INFORM INSURANCE POLICY DETAILS. ALL SUPERVISION CHARGES AT PORT OF UNLOADING ARE FOR THE BUYERS ACCOUNT, ANY TAXES OR LEVIES AT PORT OF LOADING ARE ON THE SELLERS ACCOUNT. ARTICLE 14 - PRODUCT INSURANCE OCEAN INSURANCE TO BE COVERED BY THE SELLER FROM A MAJOR ACCEPTABLE INSURANCE COMPANY. SHIPMENT EFFECTED BY VESSEL OF 20 YEARS OF AGE MAXIMUM. OVERAGE PREMIUM OF VESSEL WHICH IS OLDER THAN 20 YEARS OLD, IF ANY, FOR BUYERS CARE AND SELLERS ACCOUNT SUBJECT TO THE RATE STIPULATED BY AN ACCEPTABLE INSURANCE COMPANY. SELLER TO SUBMIT ORIGINAL AVERAGE PREMIUM DEBIT NOTE ISSUED BY THE INSURANCE COMPANY AS EVIDENCE TO BUYER TO SUPPORT ANY CLAIM FOR OVER AGE PREMIUM (OAP). THIS IS TO BE SETTLED OUTSIDE LC AGAINST SELLERS ORIGINAL DEBIT NOTE WITHIN 30 DAYS AFTER RECEIPT OF DEBIT NOTE ISSUED BY THE SELLER + THE ORIGINAL INSURANCE CERTIFICATE WITH OAP RATE STATED THEREIN. THE CARRYING VESSEL TO BE FULLY COVERED FOR P&I RISKS WITH AN INTERNATIONAL GROUP (OR EQUIVALENT) P&I CLUB. WHEN THE BUYER ACCEPTS THE NOMINATED VESSEL, THE P&I INSURANCE CERTIFICATE SHOULD BE PROVIDED THROUGH FAX FOR SELLERS COVERAGE OF MARINE INSURANCE. ARTICLE 15 FORCE-MAJEURE FORCE-MAJEURE IS DEFINED AS SITUATION/CONDITION SUCH AS ACTS OF GOD, STORMS, FIRE, WAR, CIVIL WAR, MILITARY ACTION, GOVERNMENT EMERGENCY ORDERS, STOP-ORDER, BLOCKADES, PROHIBITION OF EXPORT OF IMPORT OR STRIKES AS WELL AS TRANSPORTATION ACCIDENT AND OTHER CIRCUMSTANCES BEYOND THE PARTIES CONTROL (IE) EARTHQUAKE, TIDAL WAVES ETC. THE VALID FORCE-MAJEURE CLOSE OF THE ICC IS APPLIED TO THIS CONTRACT (INTERNATIONAL PROVISIONS OF FORCE-MAJEURE PUBLISHED BY ICC). THE SELLER AND BUYER SHALL NOT BE RESPONSIBLE FOR THE NON-PERFORMANCE OF THIS CONTRACT IN CASE OF FORCE-MAJEURE, BUT, WHEN FORCE-MAJEURE HAPPENS, THE SELLER OR BUYER MUST IMMEDIATELY SEND WITHIN 15 (FIFTEEN) DAYS THEREAFTER BY REGISTERED AIRMAIL TO THE OTHER PARTY A CERTIFICATE OF FORCE-MAJEURE ISSUED BY A COMPETENT GOVERNMENT AUTHORITY AT THE PLACE WHERE THE FORCE-MAJEURE OCCURED AS EVIDENCE THEREOF. SHOULD THE EFFECT OF THE FORCE-MAJEURE CONTINUE FOR MORE THAN 120 (ONE HUNDRED TWENTY) CONSECUTIVE DAYS, THE BUYER AND THE SELLER SHALL DISCUSS THROUGH FRIENDLY NEGOTIATION AS SOON AS POSSIBLE THEIR OBLIGATION TO CONTINUE PERFORMANCE UNDER THE TERMS AND CONDITIONS OF THIS CONTRACT. BOTH PARTIES AGREE THAT THE FORCE-MAJEURE CLAUSE OF ICC WILL BE APPLICABLE. ARTICLE 16 - CONTRACT ARBITRATION IF ANY DISPUTE HAPPENS, THE TWO PARTIES AGREE TO TRY THEIR UTMOST TO SOLVE IT BY FRIENDLY NEGOTIATION. IF THE DISPUTE PROVES IMPOSSIBLE TO SETTLE, ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE PRESENT CONTRACT SHALL BE FINALLY SETTLED UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE + THE DISPUTED MATTER WILL BE SUBJECT TO ARBITRATION BY AN ARBITRATOR IN PARIS OR SWITZERLAND UNDER ICC RULES AND REGULATIONS. THE LOSING PARTY WILL PAY THE ARBITRATION FEE. IT IS UNDERSTOOD THAT IN THE EVENT OF DISPUTE OR ARBITRATION, ENGLISH SHALL PREVAIL. THE AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING FOR BOTH PARTIES. ARTICLE 17 - EXECUTION OF CONTRACT EACH OF THE PARTIES TO THIS CONTRACT REPRESENTS THAT IT HAS FULL LEGAL AUTHORITY TO EXECUTE THIS CONTRACT AND THAT EACH PARTY IS TO BE BOUND BY THE TERMS AND CONDITIONS AS SET FORTH HEREIN. EACH PARTY AGREES THAT CONTRACT MAY BE EXECUTED SIMULTANEOUSLY BY AND BETWEEN THE PARTIES VIA FAX OR FACSIMILE TRANSMISSION, EACH OF WHICH SHALL BE DEEMED AS ORIGINAL NATURE. THIS CONTRACT

THE SELLER:

THE BUYER:

REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND ANY CHANGE WILL BE MADE IN WRITING, EXECUTED BY BOTH PARTIES. ARTICLE 18 - CONFIDENTIALITY BUYER AND SELLER RESPECT THE CONFIDENTIAL NATURE OF THIS AGREEMENT AND AGREE TO MAINTAIN IN STRICTEST CONFIDENCE THE NAMES OF THE PARTIES WHOSE IDENTITIES MAY BECOME KNOWN TO ONE ANOTHER THROUGH EITHER THE TENDERING OF DOCUMENTS OR ASSEMBLY OF BANKING OR GOVERNMENT APPROVALS. THE PARTIES AGREE TO MAINTAIN STRICT CONFIDENTIALITY CONCERNING THE IDENTITIES OF THE PARTIES DIRECTLY OR INDIRECTLY INVOLVED IN THIS TRANSACTION. BUYER AND SELLER ACCEPT AND AGREE TO THE PROVISIONS OF THE INTERNATIONAL CHAMBER OF COMMERCE FOR NON-CIRCUMVENTION AND NONDISCLOSURE WITH REGARDS TO BUYER AND SELLER BEING INVOLVED IN THIS CONTRACT, ADDITIONS, RENEWALS AND THIRD PARTY ASSIGNMENTS WITH FULL RECIPROCATION. ALL DATA REMAIN THE PROPERTY OF THE PARTY WHO HAS BROUGHT THE RESPECTIVE DATA INTO THIS TRANSACTION. ANY OF THE PARTIES BREACHING THIS RULE WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH ACTION, REGARDLESS OF WHETHER THEY ARE COMMITTED DELIBERATELY OR BY NEGLIGENCE. IN CASE OF BREACH OF THE RESPECTIVE RULES EMITTED, THE INTERNATIONAL CHAMBER OF COMMERCE IN ZURICH, SWITZERLAND WILL BE APPLIED TO. ARTICLE 19 - GOVERNING LAW THE CONTRACT WILL BE GOVERNED, AND INTERPRETED IN ACCORDANCE WITH THE UNITED NATIONS CONVENTIONS FOR INTERNATIONAL SALE OF GOODS (UN CONVENTION). IN THE EVENT OF INCONSISTENCY BETWEEN THIS CONTRACT AND THE PROVISIONS OF THE UN CONVENTION, THIS CONTRACT WILL HAVE PRIORITY FOR THE PURPOSE OF ARTICLE, OF THE UN CONVENTION, A REASONABLE PERIOD OF TIME WILL BE DEEMED TO BE 5 (FIVE) DAYS. THIS CONTRACT SHALL FURTHER BE CONSTRUED IN ACCORDANCE WITH ICC RULES. ARTICLE 20 - NON-COMPLIANCE PENALTY NON-COMPLIANCE PENALTY AFTER CONTRACT SIGNATURE IS 2% OF CONTRACT VALUE PAYABLE BY THE DEFAULTING PARTY.

In the event of delayed delivery, the Seller shall pay to the Buyer an amount equivalent of 2% of the SLC amount. The amount payable shall be in addition to 2% Performance Bond Guarantee. Buyer is authorized to claim on the Sellers insurance policy (if CIF FO delivery terms apply) in the event of nondelivery and Seller agrees to support the Buyers claim by providing all documents required for the processing of said claim, as appropriate. In the event the buyer delay to open the Standby Letter of Credit in the terms required by the seller, and in the delay fixed in the signed and sealed draft contract, the buyer shall pay to the Seller an amount equivalent of 2% Of the SLC amount. The parties who are signatories to this contract agree that, in case of breach of this contract the defaulting shall pay this penalty of 2% Of the SLC amount to the aggrieved party immediately upon the letters demand
ARTICLE 21 - IMPLEMENTATION WHILST SIGNATURE ON THIS CONTRACT CERTIFIES THE INTENTION OF BOTH PARTIES TO THE CONTRACT, THE TERMS OF THIS CONTRACT SHALL BECOME BINDING UPON BOTH PARTIES ONLY AT SUCH TIME AS THE FOLLOWING HAVE BEEN COMPLIED WITH, IN WRITING. ARTICLE 22 - BANKING INFORMATION SELLERS BANKING DETAILS: BANK NAME : CITIBANK INTERNATIONAL ADDRESS : CITY : COUNTRY : SWIFT CODE : BANK OFFICER : Mr. TELEPHONE NUMBER : FAX NUMBER : BUYERS BANKING DETAILS: BANK NAME : ADDRESS : SWIFT CODE :

THE SELLER:

THE BUYER:

TELEPHONE NUMBER TELEFAX NUMBER BANK OFFICER CONFIRMING BANK BANK NME ADDRESS SWIFT TELEPHOE NUMBER FAX NUMBER

:+ :+ : M. DETAILS: (if issuing bank is not a prime bank) : : :

ARTICLE 23 - FINAL PROVISIONS THE PRESENT CONTRACT IS CONSTITUTED IN DUPLICATE, ON ONE TO EACH PARTY. THE PRESENT CONTRACT IS VALID IN THE FACSIMILE OR EMAIL FORM. ACCEPTED AND AGREED WITHOUT CHANGE. ARTICLE 24 - APPLICABLE LAWS AND DEFINITIONS THIS CONTRACT SHALL BE GOVERNED BY AND DONE ACCORDING TO THE RULES OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC/PARIS) AND SUBJECT TO THE INTERPRETATION OF INCOTERMS 2000 EDITION AND AS AMENDED TO APPLY. IN WITNESS THEREOF, BOTH PARTIES HAVE CAUSED THIS AGREEMENT TO BE SIGNED AND EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES AND HAVE THEREBY UNDERSTOOD, AGREED AND ACCEPTED THE TERMS AND CONDITIONS STATED HEREIN WITH SIGNATURES AFFIXED BELOW ON THE FIRST DATE ABOVE WRITTEN: ARTICLE 25 SIGNED THIS ON, DATE THE SELLER: REPRESENTED BY: PASSPORT NO: COUNTRY: DATE: SELLERS SIGNATURE, STAMP AND SEAL:

THE BUYER: REPRESENTED BY: PASSPORT NO: COUNTRY: DATE:

MR.

BUYERS SIGNATURE, STAMP AND SEAL:

THE SELLER:

THE BUYER: