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SALES AND PURCHASE AGREEMENT

SALES AND PURCHASE AGREEMENT

BONNY LIGHTCRUDE OIL

THIS AGREEMENT (the “AGREEMENT”) is entered into this 21ST day

of April, 2011
BETWEEN

GRASSROOT INVESTMENT LIMITED

ABUJA. NIGERIA

(HEREINAFTER REFERRED TO AS THE SELLER/SUPPLIER WHICH

EXPRESSION SHALL WHERE THE EXPRESSION SO ADMITS ITS HEIRS,
SUCCESSORS IN TITLE AND ASSIGNS ON ONE PART).

AND

(HEREIN REFERRED TO AS THE BUYER, ON THE SECOND

PART) HEREAFTER REPRESENTED BY:

WHEREAS the Seller makes an irrevocable and firm commitment

to source and supply Nigeria Petroleum Product hereinafter
called the “Product” and the buyer also makes an irrevocable and
firm commitment to product under the terms of this Contract;
WHEREAS the Seller is ready, willing and able to deliver the said
product to the buyer under the terms of this Contract;
WHEREAS the Buyer is ready, willing and able to buy and pay for

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SALES AND PURCHASE AGREEMENT

the said product under the terms of this Contract;

WHEREAS both the Buyer and the Seller are desirous to work
together for the successful execution of the transaction as
provided in this Contract;
NOW therefore, for and in consideration of the promises, mutual
covenants and agreement herein contained, the Seller and the
Buyer, each of whom may be referred to herein individually as a
“PARTY” or collectively as “PARTIES”, hereby freely contract as
follows:

1.0 PRODUCT: Nigerian Light Crude Oil.

2.0 ORIGIN : Nigeria

3.0 QUANTITY:
The quantity of Nigeria Petroleum Product to be delivered and
sold hereunder shall be established as follows:

3.1 2,000,0000 bbls (+/- 5%) in a shipment.

3A DURATION: One year Contract with Weekly Delivery to Ghana

4.0 QUALITY AND GRADE

4.1 The quality and grade of Oil offered by Seller, and accepted by
Buyer under this contract shall comply with NNPC EXPORT
STANDARD GRADE and NNPC TECHNICAL SPECIFICATIONS:

SPECIFIC GRAVITY: 0.8398

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API AT 60 DEG. F: 37.00 +/- 5%

(ASTM D-1298)
WATER CONTENT BY DISTILLATION: 0.2% (ASTM
D-4006)
POUR POINT DEGREES F: BELOW 40
(ASTM D-97)
SULFUR WEIGHT %: 0.14 (ASTM
D-139)
SALT CONTENT PARTS PER BILLION: 3.0
(ASTM D-526)
REID VAPOR PRESSURE (P.S.I.G.) 6.52 (ASTM
D-529)
KINEMATIC VISCOSITY @ 30 DEG. C: 2.2 (ASTM
D-523)
DISTILLATION INITIAL BOILING POINT (IBP) 35 DEG. C
(ASTM D-86)
DISTILL TO 75 DEG. C VOL.% 7.0
DISTILL TO 175 DEG. C VOL.% 35.5
DISTILL TO 250 DEG. C VOL.% 51.5
DISTILL TO 300 DEG. C VOL% 60.5
COLOUR - Dark Brown

5.0 PRICE:

The Price to be paid shall be based on the loaded quantity of Crude Oil for each
shipment based on standard barrels and under “Dated Brent” as in the Platt’s Oil gram
Report.
The price of each barrel of Bonny Light Crude Oil
loaded into the mentioned vessels shall be "Dated Brent"
on the date of Bill of lading, as published by McGraw Hill

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Market-wire, less a Gross discount of USD 10.00 Less

USD 5.00, net to the Seller and USD2.00 to Mandate and
Facilitators from Buyer’s side,
USD1.00 to Brokers group and USD2.00 per barrel to
Seller’s Mandate Agents and facilitators.
Gross PRICE: USD10.00 less USD5.00 per Barrel.

Commission:
USD2.00 /Barrel – Seller’s
Agent/Facilitators
USD1.00 /Barrel – Brokers Group
USD2.00 /Barrel – Buyer’s
Agent/Facilitators

6.0 PAYMENT CONDITIONS:

6.1 Payment shall be made by Confirmed, Irrevocable, Transferable, Divisible LETTER OF

CREDIT or Bank Guarantee issued by a first class Bank in Europe or USA or any
reputable local bank that is acceptable by the seller for the total value of the product, in
conversion to barrels of the Product confirmed. The L/C or Bank Guarantee shall become
cash and paid within forty-eight hours (48 hrs) after receipt and confirmation of
discharge certificate of transhipment into buyer vessel.

6.3 Payment for the full value of the Product delivered, shall be made in USD or in conversion
to Nigeria local bank correspondence currency by Telegraphic Transfer into Seller’s
Bank Account and into the accounts of all the agents and brokers within forty-eight hours
immediately after the seller vessel trans ships into the buyer vessel.

7.0 Complete set: one original plus three (3) non-negotiable copies of clean on-board Bill of
lading, showing quantity loaded, issued and endorsed to the order of buyer.The Bill of
Lading will evidence the following (i) Shipment date (ii) Intended destination. (iii) Name
of Product. The master of the nominated vessel(s) must manually sign all Bills of lading.

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7.1 Bank charges: the Buyer and the Seller each shall be responsible for the bank charges
relating to its side of the banking transactions.

7.2 All commissions due to the intermediaries, consultants and agents shall be made available
at the buyer’s bank and paid directly to the said intermediaries, agents and consultants as
listed in the fee protection section (Clause 28) of this contract by Telegraphic Transfer at
the same time that the seller is being paid.

7.3 The final payment of the Letter of Credit or Bank Guarantee shall cover the amount in
dollars corresponding to the quantity delivered (out-turn barrels). The L/C or B/G issued
via swift will be valid for a maximum period of 365 days +1.

7.4 Letter of Credit or Bank Guarantee via swift is payable after successful Q&Q and complete
cargo documents handed over.

7.5 If payment due date falls on a banking holiday then payment shall be made on or before
the nearest presenting business day to the due date.

7.6 If the Buyer’s financial capability is proved to have become impaired or unsatisfactory
by the Seller,
Buyer shall deliver a guarantee judged satisfactory to the Seller.

8.0 Banking costs shall be for the account of each party.

9.0 TITLE AND RISK:

Title to and risk of loss or damage to the said Crude Oil shall
pass from Seller to Buyer after Buyer product leaves the loading
point or transhipment flanges of the terminal or mother/seller

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vessel

10.0 DEMURRAGE:
Demurrage incurred at discharge port only, if any, shall be
calculated at charter party rate. Copy of this section will be provided
to the Buyer from the Charter Party Agreement. All customs
formalities, if any, at the point of discharge will be taken care of by the
Buyer. Buyers shall be responsible for demurrage on Seller’s vessel if
after 48 hours of arrival at the agreed discharge destination seller is
unable to discharge as a result of buyer’s inability to provide storage
space or facility.

11.0 CLAIMS FOR DEMURRAGE:

11.1 At port of discharge, Buyer shall be liable for demurrage in the

event of delays due to the direct default of Buyer, and shall be
calculated at Charter party rate multiplied by the number of days
or hours involved, or in absence of Charter party, then at the
market rate for the size of the tanker used. This rate shall be
used in the calculation of demurrage, if time used for discharge
exceeds the lay-time according to the provisions of this contract.

11.2 CLAIMS FOR DEMURRAGE:

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Claims shall be made in writing and supported by documents to

be sent within maximum of sixty (60) hours after loading or
discharging, and shall be settled within thirty (30) hours from
receipt of such document.

12.0 FORCE MAJEURE & HARDSHIP

Performance, liability, contract suspension and Modification: In

event of any delay in performance by either party due to any
occurrence arising for a normal event of force majeure
attributable to acts, events, or happenings, omission, accidents,
or Acts of God beyond the reasonable control of the party to
perform (including but not limited to strikes, lock out, storage or
labor, civil commotion, riots, war, threat of, or preparation for
war, breaking of diplomatic relation, fire explosion, abrogates,
storm, flood, icy conditions, earthquakes of subsistence,
pestilence, of or epidemics, machinery breakdown, failure of
plant or collapse of structure, voluntary or mandatory compliance
with any directions, requisition for materials or service stated to
be for the purpose of defense, or inability to obtain suitable
transportation), the party so delayed or prevented to perform
shall be under no liability for loss or injury suffered by the other
party, thereby upon giving a description of the nature of the
Force Majeure, and its cause and possible consequences, and
this such cessation of cause of delay of the other party, this
contract shall again become fully operative. In such cases of
force majeure, neither party has the right to make a claim on the
other party for compensation of any possible damages insofar as
non-performance arose from force majeure. Under this contract

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any party affected by force majeure shall immediately advice the

other party in writing by telex or facsimile message at the latest,
five (5) days from the beginning of such force majeure
circumstances which prevent the fulfillment of its obligations. A
Certificate issued chamber of commerce of the area in which the
force majeure occurred shall be sufficient proof of such
circumstances of force majeure and its duration.

13.0 ARBITRATION:

All disputes in connection with this contract, or the execution

thereof, shall be settled by amicable negotiation; venue to be
London, England and in the English Language. In the event where
no settlement can be reached, the case under dispute shall be
finally settled under the rules of reconciliation and arbitration of
the International Chamber of Commerce, Paris by one or more
arbitrators in accordance with said rules. The decision of the
arbitration board shall be accepted as final and binding. The
prevailing party shall be entitled to reasonable cost and
attorney’s fees.

14.0 NON-DISCLOSURE/NON-CIRCUMVENTION AGREEMENT

14.1 The legal principles of non-disclosure, no-circumvention bilateral

agreement has been understood and accepted by the parties to
this contract, and is agreed to be an integral part of this
contract.

14.2 The parties irrevocably agree not to circumvent, avoid or

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bypass any of the brokers, agents or intermediaries directly or

indirectly in order to avoid payment of fees or commissions as
provided in this contract for this transaction or any additions,
renewals, extensions, rollovers, amendments, negotiations, new
contract or third party assignments thereof. The parties do
hereby accept and agree to fulfill all obligations due to the
brokers, agents and intermediaries throughout the duration of
this contract and subsequent transactions, renewals, rollovers
and extension without variation or modification of same.

14.3 Due to highly confidential nature of this undertaking, the

parties agree to maintain strict confidentiality concerning the
identity of the parties, directly or indirectly involved in this
transaction whose identity may become known to each other
throughout either negotiations or the tendering of documents
assembled for banking or government approvals.
Neither party, Seller or Buyer or Brokers involved will contact the
other parties Bank, even if through their own Bank Officers
without the express written permission of the other party and
any such unauthorized communication, or any distribution of
contract document will at the option of the injured party,
constitute circumvention and entitle the aggrieved party to
damages for which an action may issue. If any party hereto shall
request anything to be done (e.g. Shipping, Loading, receiving
unto Vessel, issuance and/or receipt of payment) by another
party, it shall not amount to assignment as the party hereto that
requested that performance shall be absolutely responsible for it
even if done in another name and, even if the names and/or
particulars of entities performing any act on behalf of any party

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hereto should get known to the other party hereto, that other
party shall observe non-circumvention and non-disclosure of the
details of this agreement in relation to any and all third parties.

14.4 In the event of direct circumvention through a third party,

the affected broker or agent or intermediary shall be entitled to
the maximum legal monetary award allowed by law and full
recovery of the amount due to him from the defaulting party,
plus legal/attorney fees and accrued interest.

15.0 ENGLISH LANGUAGE:

These parties confirm that this agreement as well as any

document relating hereto have been and shall be drawn up in
English only. All communications or dissemination of information
in respect of this contract shall be in writing and in English
Language.

16.0 ENTIRETY:

This agreement constitutes the entire understanding of the

parties with respect to the subject matter herein. No
modification or amendment shall be effective unless it is
mutually agreed by the parties and unless it is in writing and
jointly signed by duly authorized representatives of the parties.

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17.0 VALIDITY:

The parties hereby agree that this contract shall become valid
and operational if and when signed in Counterpart. Any copies of
this contract and all related documents to be executed may be
delivered electronically, by hand, courier or facsimile
transmission. In the event of the delivery of any or all of the
documents by hand, courier or fax transmission, the recipient
thereof shall consider such delivery to constitute delivery of the
original contract document. Notwithstanding the above, the
delivery by hand or courier of the original hard copies shall be
construed to invalidate and replace all other prior executed

18.0 ASSIGNMENT:
Either Party to this contract or the agents or the brokers may
assign any of its rights but not its obligations under the Contract,
in whole or in part, after the Letter of Credit is opened or bank
guarrantee, without the prior written consent of the other Party.
The assigning Party shall remain jointly and severally liable for
the full performance by the assignee(s) or any subsequent
assignee(s) of its/their obligations with regard to this Contract.
Such assignment must be done in writing and must be signed or
certified or witnessed by a Notary Public or Law Court.

19.0 BENEFITS:

This contract shall be binding on both parties, their agents,

brokers, legal representatives, successors and assigns in
accordance with prevailing laws.

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20.0 LAW AND JURISDICTION:

The construction, validity and performance of this contract shall

be in accordance with the laws of England. Should any dispute
arise hereunder, the matter in dispute shall be referred to
Arbitration shall take place in London under ICC rules.
The decision of the arbitrators, or a majority of them in
the event of a split decision, shall be final and binding
on both parties without recourse to appeal. Incoterms
2000 and subsequent amendments shall apply but if
there is any inconsistency or conflict between Incoterms
and this Contract, this Contract shall prevail.

21.0 WARRANTIES:

Seller warrants that the product supplied under this

contract shall conform to the description and quality
stated herein; that Seller will convey title thereto; that
the product shall be delivered free from any lawful
security interest or lien or encumbrances. Seller further
warrants that the Product to be delivered to Buyer’s
vessel has been procured legally and lawfully.

22.0 General Provisions:

This agreement contains the entire understanding

between the parties with respect to the transactions
contemplated hereby and can only be amended by a

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written agreement of the parties.

23.0 TRANSMISSION:

Electronic transmitted documents shall be accepted in

lieu of original copies of documents

24.0 COMMISSIONS DEFINED:

The parties recognize and agree that the price as stated

in Articles 5&6 hereinabove, contain commissions
payable to all the AGENTS/BROKERS in this transaction
as listed in the Fee Protection section of this contract.
These Commissions Payable is USD5.00 which is to be
distributed as follows:.

The price of each barrel of BONNY LIGHT Light Crude Oil

loaded into the mentioned vessels shall be "Dated Brent"
on the date of Bill of lading, as published by McGraw Hill
Market-wire, less a Gross discount of USD 10.00 Less
USD 5.00, net to the Seller and USD2.00 to mandate and
Facilitators from Buyer’s side, USD1.00 to Brokers group
and USD2.00 per barrel to Seller’s Mandate Agents and
facilitators.
Gross PRICE: USD10.00 Less USD 5.00per barrel.

Commission:
USD2.00 /Barrel – Seller’s
Agent/Facilitators
USD1.00 /Barrel – Brokers Group

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USD2.00 /Barrel – Buyer’s

Agent/Facilitators

25.0 PROCEDURES:
Our basic PROCEDURES for tto, cif, ttt, fob
Tto

1. Buyer and seller sign contract (SPA) and deposited in their

respective bank
2. Buyer having been furnished with vessel detail by Seller,
raises N40 million Bank draft and send a copy of the draft
along with ATB format to Seller for inspection in Cotonou
and N10 million if inspection is to be in Nigerian waters.
3. Seller instruct his loaded vessel captain to (move to
Cotonou, if inspection is to be in Cotonou and) issue
MARINE ATB to Buyer’s Inspectors and S/Cargo.
4. Seller boards Buyer Inspectors and S/cargo for Q and Q
analysis, after which the Seller cash the N40 million
5. Upon successful Q&Q, Buyer raises payment instrument
and Seller re-assign all cargo documents in Buyer’s name
6. Buyer charters vessel and releases final payment for the
entire cargo
7. Vessel sail to port of discharge and transaction closes

26.0 DOCUMENTS TO BE PROVIDED BY THE SELLER TO THE

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BUYER

+ SELLER’S COMMERCIAL INVOICE, 1 ORIGINAL AND

3 COPIES

+ CLEAN OCEAN BILL OF LADEN, 1 ORIGINAL AND 3

COPIES

+ CERTIFICATE OF QUANTITY, 1 ORIGINAL AND 3

COPIES

+ CERTIFICATE OF QUALITY, 1 ORIGINAL AND 3

COPIES

+ CERTIFICATE OF ORIGIN, 1 ORIGINAL AND 3

COPIES

+ CERTIFICATE OF OWNERSHIP, 1 ORIGINAL AND 3

COPIES

+ MASTER’S RECEIPT OF SAMPLES, 1 ORIGINAL AND

3 COPIES

+ CLEANINESS REPORT, 1 ORIGINAL AND 3 COPIES

+ ULLAGE REPORT, 1 ORIGINAL AND 3 COPIES

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27.0 BANKING DETAILS

SELLER’S BANKING COORDINATES
Correspondent Bank: Deustche Bank Trust Company Americas NY
Address : 280 Park Ave NY, NY100017
Swift Code : BKTRUS33
Routing No : 021001033
Beneficiary Bank : Oceanic Bank International Plc
Swift : OCBINGLA
Account No : 04177479
Currency : USD
Beneficiary : Grassroot Investment Limited
Branch : Fadu Ejigbo Branch-Lagos
Account No : 3471101005014
Account Officer : Sam Okeke
Tel. : +234-803-301-9086

SELLER /FACILITATOR’S AGENT BANKING DETAILS USD2.00

BANK NAME:

BANK ADDRESS:
SWIFT CODE
ABA CODE
USD ACCOUNT NO: Same as seller(closed)
FIDELITY BANK SWIFT CODE:
ACCOUNT NAME
FOR THE FURTHER CREDIT
ACCOUNT NUMBER
ACCOUNT OFFICER
TELEPHONE

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BROKERS GROUP

BROKER (A) BANK CO-ORDINATES: $0.17 PER BBL

(CLOSED)
CORRESPONDENCE BANK CITI BANK NEW YORK
BANK ADDRESS: NEW YORK
SWIFT CODE: CITIUS33
ABA NO: 021000089
FOR CREDIT OF GUARANTY TRUST BANK PLC LAGOS, NIGERIA.
SWIFT CODE: GTBINGLA
ACCOUNT NUMBER 36129295
BENEFICIARY NAME EMMANUEL EGBUNA.
ACCOUNT NO: 413-422842-210
ACCOUNT OFFICER: GODSON ONUMEJOR
E-MAIL ADDRESS: Omarbon1@yahoo.com

BROKERS GROUP B & C BANK CO-ORDINATOR

$0.33 PER BBL (CLOSED)
BANK NAME DEUTSCHE BANK TRUST AMERICA
BANK ADDRESS 1 BT PLAZA 130 LIBERTY STR. NY 10006,NEW YORK
SWIFT CODE BKTRUS33
ABA NO: 021001033
CHIPS U I D:
ACCOUNT NAME PLATINUM BANK LTD (DOM.A/C)
FOR FINAL CREDIT OF ENGR TONY HENRY UDOR
BENEFICIARY ACCOUNT No 1011307333

BROKER (D) BANK CO-ORDINATES: $0.50 PER BBL

(CLOSED)
(MOU FOR FOUR GROUPS - PAYMENT BY FPA)

b BANK NAME CHASE BANK

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BANK ADDRESS 9525 BISSONNET STREET, HOUSTON, TEXAS, USA

SWIFT CODE CHASUS33
ACCOUNT NAME ALSAAZ INT’L INC
ACCOUNT NUMBER 853295376
ABA ROUTING NUMBER 111000614

BUYER’ S BANKING CO-ORDINATES

BANK NAME:

BANK ADDRESS:
SWIFT CODE
ABA CODE
USD ACCOUNT NO:
FIDELITY BANK SWIFT CODE:
ACCOUNT NAME
FOR THE FURTHER CREDIT
ACCOUNT NUMBER
ACCOUNT OFFICER
TELEPHONE

BUYER SIDE COMMISSION: $2.00 PER BARREL

BUYER’S AGENT BANK CO-ORDINATES: $1.00 PER BBL

BANK NAME: \
BANK ADDRESS:
SWIFT CODE
ABA CODE
USD ACCOUNT NO:
FIDELITY BANK SWIFT CODE:
ACCOUNT NAME
FOR THE FURTHER CREDIT
ACCOUNT NUMBER
ACCOUNT OFFICER
TELEPHONE

BUYER’S FACILITATOR (A) BANK COORDINATES: $0.50

PER BBL

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CORRESPONDENCE BANK
BANK ADDRESS:
SWIFT CODE:
ABA NO:
FOR CREDIT OF
SWIFT CODE:
ACCOUNT NUMBER
BENEFICIARY NAME
ACCOUNT NO:
ACCOUNT OFFICER:
E-MAIL ADDRESS:

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BUYER’S FACILITATORS B BANKING DETAILS (4 GROUPS ):

$0.50/bbl(MOU)CLOSED
BANK SCB NEW YORK
NAME
ADDRES 1 MADISON AVENUE , NEW YORK
S USA
SWIFT SCBLUS33 / ATBJBJBJB
CODE
FOR FURTHER INTERNATIONAL BROKERS
CREDIT

3400011000 61
ACCOUNT NUMBER

ACCOUN CREDIT BANQUE ATLANTIQUE

T
NAME
BENEFIC INTERNATIONAL BROKERS
IARY
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER. All
Wire transfers shall incorporate the below Text Message and a copy of Bank
Wire Transfer slip/notification shall be emailed immediately upon each
trench transfer payment together with the transactions codes to
leadwayltd@yahoo.com,realcanon4wealth@yahoo.com,ajayi.joseph7
Special 2@yahoo.com&fytejoe@yahoo.com, legal verification and
documentation pursuant to Patriot Act/Banking regulations with One
Instru Original Contract copy to be filed with Bank.

ctions Text Message: The S.W.I.F.T. or Clear Stream text message covering all
remittances shall clearly state the following: "CLEAN, CLEARED, LIEN
FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING ON
COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, KNOWN
BY BUYER or SELLERS CODE: "XXXX.XXXX.xxxx"".

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29.0 DECLARATION undersigned declare that the foregoing

instrument fully sets forth the entire agreement between the
parties and that the signatories below have been fully and duly
authorised to enter into and bind each representative company to
the contract.
This document constitutes a GUARANTEED IRREVOCABLE
UNCONDITIONAL AND NON RETRACTABLE PAYMENT ORDER
issued to the beneficiaries named herein, given with full
corporate responsibility, by which I/we (Seller & Buyer)
hereby instruct my bank as specified herein, to simultaneously
pay by Telegraphic Transfer without any protest and/or delay,
upon the closing of the transaction, the compensation to the
beneficiaries bank account as stipulated therein.

In witness whereof the parties have executed this agreement

under the hands of their duly authorised officers as witnessed
below.
This Agreement is reached on this 21nd day of April, 2011.

30.0 THIS CONTRACT IS CAREFULLY READ AND EVERY TERMS

AND CONDITIONS HERE IN THIS CONTRACT ARE ACCEPTED TO
BIND THIS TRANSACTION AND SIGNED BY ME:

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SELLER: GRASSROOT INVESTMENT LTD

NAME: SOLOMON UTUK

POSITION: CHIEF EXECUTIVE
ADRRESS: AP, PLAZA, ADEMOLA ADETOKUMBO CRESCENT,
ABUJA

SIGN/ OFFICIAL SEAL:

DATE: 21– 04 - 2011

BUYER
Name:
Position:
Address:N0:
Sign/official seal:
Date:

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