CONTRACT BETWEEN THE ABC Co.

- And

XYZ Co.

This contract is made on this 02nd day of June 2009 and between: The ABC Company., !92, ".#. Bo$: %., &audi Arabia represented by its Chief '$ecuti(e #fficer, )r. %%. hereinafter referred to as *ABC*. A+, The -./ Company for +a(i0ation, a 1imited 1iabi1ity company du1y or0ani2ed and e$istin0 under the 1aws of the 3in0dom of &audi Arabia with its principa1 office at 4iyadh, "osta1 address: "# Bo$: %, 4iyadh 56!, &audi Arabia and represented by its Chairman )r. %%% hereinafter referred as *-./*. 7hereas, ABC a company en0a0ed in the business of sea-transportation as ship owners and operators present1y en0a0ed in the transportation of shipments to and from the 3in0dom of &audi Arabia desires to enter into a0reement accordin0 to the attached scope of ser(ices and prices. 7hereas, -./ a company en0a0ed in internationa1 transport and tradin0 is interested to sub-contract to ABC the ocean frei0ht acti(ities as per )inistry of ,efense 8 A(iation, hereinafter referred to as )#,A9s contract with -./. +ow, therefore, the parties hereby a0ree as fo11ows:

. 2.

The primary scope of ABC participation sha11 be focused on ocean transportation acti(ity as per )#,A contract and as per attached prices schedu1e :Anne$-A;. The schedu1e frei0ht rates based on 1iner terms i.e. :<iner in=<iner out; wi11 be accordin0 to the ABC mu1timoda1 bi11 of 1adin0, a copy attached :Anne$-B;. The prices are a11 in rates and inc1usi(e of 1oad and dischar0e port termina1 hand1in0 costs or any other additiona1 cost or surchar0e 1i>e CA?, BA?, and T@C. The frei0ht forwarder compensation inside or outside the 3in0dom of &audi Arabia is 2.5A of the frei0ht. Bf any war ris> surchar0e is introduced and if )#,A accept to pay it to -./ as an additiona1 cost, the same sha11 be payab1e to ABC. ,urin0 the term of this contract, the parties a0ree to mutua11y pursue opportunities that fa11 within the scope of wor> described herein. 'ach party sha11 maintain the confidentia1ity of a11 non-pub1ic information supp1ied by and comin0 from the other parties durin0 the course of the imp1ementation of this contract. 'ach party wi11 comp1y with )#,A contract. This contract sha11 ha(e a term of 2 years startin0 from June 02, 2009 subDect to )#,A=-./9s satisfaction of ABC ser(ices and comp1iance of )#,A9s contract.

6. !. 5.

C.

&hou1d ABC decide to chan0e the pattern of its ser(ices from the Enited &tates to the 3in0dom of &audi Arabia, ABC sha11 0i(e -./ a minimum of 90 daysF notice.

G.

Any pena1ties assessed a0ainst ABC as a resu1t of shipper9s non- comp1iance with E& or &audi re0u1ations in re0ards to container stuffin0, mar>in0, e$port documentation, wei0ht 1imitation, etc. are to be reimbursed to ABC. Any pena1ties imposed by )#,A due to the non-comp1iance of ABC with )#,A contract wi11 be reimbursed to -./ by ABC. The payment terms are set at 90 days net startin0 from the date of receipt of the in(oices by -./. "ena1ty char0e for 1ate payment wi11 be I GA per annum bein0 char0ed thereafter. ABC sha11 maintain a poo1 of containers at the desi0nated ports adeJuate to meet -./9s shipment reJuirements. These containers sha11 be free of detention char0es. The port of destination is Jeddah and ,ammam or any other ports specified in the payment schedu1e. The transit time from any E&A 'ast Coast ports wi11 not e$ceed 60 :thirty; days to Jeddah port e$cept in the case of force maDeure. ABC wi11 endea(or to sai1 direct1y from the -./ 1oad port usin0 it as the 1ast port of ca11 and wi11 ca11 Jeddah=,ammam direct1y. The 1oadin0 ports in E&A are 7i1min0ton :+orth Caro1ina;, &unny "oint, +ewport +ews, or any other ports reJuired by )#,A or )#,A supp1iers. Bf any detention char0es for the 1ate de1i(ery bac> to the empty containers from the forces to ABC yard the fo11owin0 wi11 be app1ied: The first !5 days from the date of arri(a1 of the ship wi11 be free of char0e. ?rom the !Cth day K 5=- :?i(e on1y; per container :!09=209; per day wi11 be char0ed to -./. -./ wi11 not pay this to ABC un1ess the char0es appro(ed and paid by )#,A. This contract may be si0ned in counterparts. 'ach counterpart or set of counterparts du1y si0ned by a11 parties sha11 constitute one contract of the parties. 'ach of the parties sha11 pay the ta$es, duties, fees or 0o(ernment char0es app1icab1e to it. ABC sha11 be 1iab1e to offer at 1east one of the ABC (esse1s e(ery 60 days from E&A to 1oad -./ Car0o. @owe(er, in specia1 cases if -./ reJuires more sai1in0 in a month, ABC cou1d consider (iabi1ity of an additiona1 ca11, subDect to schedu1e situation. There are no ora1 understandin0s, representations or warranties affectin0 this contract that are not fu11y set forth herein in writin0. Bf any pro(ision of this contract, its anne$es or portions thereof or their app1ication to any person or circumstances is fina11y determined by a court of competent Durisdiction to be in(a1id or unenforceab1e such in(a1idity or non-enforceabi1ity sha11 not affect the other pro(isions of this contract. +o modification of this contract or its anne$es sha11 be bindin0 on the parties un1ess in writin0 and du1y si0ned by them. Car0o to be ready in a11 respects for 1oadin0 on the dec1ared (esse19s arri(a1 date

H.

9.

0.

2. 6. !.

5. C.

G. H.

and time. ABC reser(es the ri0ht to sai1 from a port in case of non-readiness of car0o. ?orce )aDeure c1ause readin0 as fo11ows: *+either of the parties sha11 be responsib1e for its fai1ure to perform any terms or condition of this a0reement if such fai1ure is due to Ci(i1 Commotion, Bn(asion, 7ar or 7ar 1i>e situation, 4ebe11ion, @osti1ities, B1oc>ades, &tri>es, <abour disputes, &abota0e, other wor> stoppa0e, Lo(ernment :+ationa1, &tates "refectura1, )unicipa1 or other; re0u1ations or contro1s, Acts of Lod, usua11y se(ere weather, order of 0o(ernmenta1 authorities or any other cause beyond contro1 of either party.

C.

The anne$es A hereto sha11 form an inte0ra1 part of the contract. Bf there sha11 be any inconsistency between the actua1 body of this contract and the anne$es, the contract sha11 pre(ai1. ABC and -./ see this contract as the base for more e$tensi(e cooperation and a0ree to re(iew, as app1icab1e, other areas which may pro(ide potentia1 for de(e1opment within the 3in0dom9s )aritime and Transportation sector. This wou1d inc1ude Doint cooperation at the time of renewa1 of the )#,A contract whereby ABC wou1d pro(ide )aritime Transportation discounted rates based on the e$perience and cooperation estab1ished between the two companies durin0 the term of this contract. Bn the e(ent of any dispute or difference between the parties arisin0 out of or in connection with this contract either of them may 0i(e written notice to the other specifyin0 in detai1 the subDect matter thereof and reJuirin0 it be considered a dispute or difference to be dea1t with accordin0 to this c1ause. After ser(ice of such notice, the parties sha11 ha(e si$ty :C0; days in which to endea(or to sett1e the dispute or difference by mutua1 ne0otiation and a0reement and sha11 ta>e a11 necessary steps to amicab1y reso1(e a11 such disputes and differences. Bf the parties fai1 to sett1e the dispute or difference within the said si$ty :C0; days period or any mutua11y a0reed e$tension thereto the matter sha11 be referred to an arbitration committee of three members to be set up in the fo11owin0 manner. #ne member to be appointed by each of the parties. &hou1d either party not appoint its arbitrator within fifteen : 5; days from the date of bein0 reJuested to do so by the other party by re0istered 1etter then the competent &audi Court sha11 appoint the arbitrator at the reJuest of the other party. The third member or umpire wi11 be the chairman of the arbitration committee who sha11 be appointed with the mutua1 consent of the parties. ?ai1in0 such consent within fifteen : 5; days from the date of the choosin0 the other two arbitrators the umpire sha11 be appointed by the competent &audi court at the reJuest of either of the parties concerned. The ru1in0 of the arbitration committee sha11 be fina1 and bindin0 on both parties. The ru1in0 sha11 be subDect to the &audi 1aw 0o(ernin0 ci(i1 and commercia1 1iti0ation. The seat of arbitration sha11 be in 4iyadh City.

G.

H.

9.

This contract and any dispute arisin0 hereunder sha11 be 0o(erned by and construed e$c1usi(e1y in accordance with the 1aws of &audi Arabia as app1icab1e and for the time bein0 in force.

26.

Bn case any ser(ice reJuired other than the schedu1e stipu1ated in Anne$-A, both parties a0ree to use the current mar>et price.

20.

This contract and subseJuent *Anne$ An wi11 be subDect to the fo11owin0 terms and conditions: C. Currency - E& ,o11ars G. #T=?41"< rates are subDect to in 0au0e H. #ut of 0au0e shipments wi11 ha(e to be frei0hted on B=Bu1> basis. 9. 4ates are on A11-in port=port basis which is #cean frei0ht, BA?, 'BA?, CA?, B)C#, B&"& and T@C. The war ris> char0e at current 1e(e1 is inc1uded. 0. The A11 Bn rates wi11 not inc1ude port dues payab1e by the recei(er at &audi "orts . 4ate e$c1udes shipment of ha2ardous car0oes of C1ass , 5. , 5.2 and G 2. 4ates for C1ass , 5. ,5.2 and G wi11 be ne0otiated and a0reed on a case to case basis 6. -./ sha11 pro(ide not 1ess than 00 1aden M=- 5 containers per sai1in0 as an economic 1oad to warrant (esse1 ca11 at 7i1min0ton +C !. This contract is +on-e$c1usi(e contract, and subDect to 0o(ernment authorities9 instructions and 0uide1ines

The du1y authori2ed representati(es of the parties ha(e si0ned this contract on the date indicated be1ow: (ABC Company) (XYZ)

Anne$ A N ?rei0ht 4ates

Corridor

From
E&A 'ast Coast E&A 'ast Coast Jeddah ,ammam

To
Jeddah ,ammam E&A 'ast Coast E&A 'ast Coast

20ST
2,!60 2,520 2,006 ,GGH

20 OT
2,9G0 6,0C0 2,5!6 2,6 H

!0ST
6,0C0 6,2!0 2,996 2,G26

!0HC
6,0C0 6,2!0 6,0H6 2,H 6

!0OT"FR"#$
6,9C0 !, !0 6,H96 6,C26

BREA% B&$%

Corridor ?rom

+on-@a2 To

@a2ardou2

E&A 'ast Coast Jeddah 8 ,ammam

Jeddah 8 ,ammam E&A 'ast Coast

"er 7=) 26 0

"er 7=) 66 2

Ro'Ro Corridor ?rom To +on-Commercia1= +on C1assified +on-Commercia1= +on C1assified

E&A 'ast Coast Jeddah 8 ,ammam

Jeddah 8 ,ammam E&A 'ast Coast

"er 7=) 2 0

"er 7=) 22 2