Sales and Purchase Dated GAS OIL D2, L-02-62, GOST 305-82 BUYERS CODE: SELLERS CODE:

SALES AND PURCHASE CONTRACT - N- RUSSIAN GAS OIL D2, L-02-62, GOST 305-82
Is entered into this of .., 2009 by and between: Messrs, company , hereinafter referred to as the SELLER, represented by President . acting on the basis of the Charter, from the one Party, and the company , hereinafter referred to as the BUYER, represented by CEO acting on the basis of the Charter, from the second Party hereinafter collectively referred to as the Parties, have concluded present Contract as follows:

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INDEX
1. SUBJECT OF THE CONTRACT ..............................................................................................................................4 2. TERM OF DELIVERY............................................................................................................................................... 4 3. PRICE AND TERMS OF PAYMENT........................................................................................................................4 4. QUALITY.................................................................................................................................................................... 4 5. DELIVERY AND ACCEPTANCE............................................................................................................................. 5 5.1 DELIVERY .................................................................................................................................................... 5 N OMINATION ................................................................................................................................................................6 5.2 LAYCAN ....................................................................................................................................................... 6 5.3 LAYTIME ...................................................................................................................................................... 6 5.4 DEMURRAGES .............................................................................................................................................7 6. INSPECTION QUANTITY/QUALITY DETERMINATION.................................................................................8 7. INSURANCE............................................................................................................................................................... 8 8. SANCTIONS (NON PERFORMANCE) .................................................................................................................... 8 9. CLAIMS ...................................................................................................................................................................... 9 10. TAXES, OBLIGATIONS AND IMPORTS .............................................................................................................. 9 11. APPLICABLE LAW ................................................................................................................................................. 9 12. FORCE MAJEURE................................................................................................................................................9 13. ARBITRATION ...................................................................................................................................................... 10 14. ORDER OF ASSIGNMENT ................................................................................................................................... 10 15. NON-CIRCUMVENTION NON-DISCLOSURE CONFIDENTIALLY AGREEMENT .....................................10 16. OTHER CONDITIONS .......................................................................................................................................... 11 17. DURATION OF THE CONTRACT ....................................................................................................................... 12 18. BANKING & PARTY COORDINATES................................................................................................................ 12 SELLER`S BANK INFORMATION: ................................................................................................................................ 12 BUYERS BANK INFORMATION: ................................................................................................................................. 12 APPENDIX NO. 1 ......................................................................................................................................................... 14 APPENDIX NO. 2 ......................................................................................................................................................... 15 D ELIVERY SCHEDULE .................................................................................................................................................. 15 APPENDIX NO. 3 ......................................................................................................................................................... 16 PRICE........................................................................................................................................................................ 16 APPENDIX NO. 4 ......................................................................................................................................................... 17 TERMS OF PAYMENT ............................................................................................................................................. 17 APPENDIX NO. 5 ......................................................................................................................................................... 19 PROCEDURES .......................................................................................................................................................... 19 APPENDIX NO. 6 DRAFT RWA................................................................................................................................. 21

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APPENDIX NO. 7 ......................................................................................................................................................... 23 PAYMENT GUARANTEE ........................................................................................................................................ 23 APPENDIX NO. 8 ......................................................................................................................................................... 25 PENALTY CLAUSE.................................................................................................................................................. 25

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1. SUBJECT OF THE CONTRACT

1.1. The Seller has sold and the Buyer has bought on basis CIF a portion of GAS OIL D2, L02-62, GOST 305-82, hereinafter named "the Goods" with quality conforming to Appendix 1 and in quantity of 5% (plus/minus five percent) metric tons per month for a period of 12 months with possible rolls and extensions and to be delivered in lots as set forth in Appendix 2. 1.2. The following documents will be considered as integral and compulsory parts of the present Contract: Appendix Appendix Appendix Appendix Appendix Appendix Appendix Appendix 1 2 3 4 5 6 7 8 Quality of the Goods Delivery Schedule Price Terms of Payment Procedures Draft RWA Format of Bank Guarantee Penalty Clause

2. TERM OF DELIVERY
2.1. Delivery of Goods shall be executed within twelve (12) consecutive months by oil-tanker lots pursuant to the schedule of delivery (Appendix 2). 2.2. The first delivery shall take place within 30 - 45 days from the acceptance of the Buyers financial instrument. 2.3. The deadline for coordinating each months delivery of the consignment shall be the twentieth (20th) day of the preceding month. 2.4 The delivery and acceptance shall be the date on which the nominated Surveyor has ascertained the quantity and quality of the Goods discharged at the discharge port, or the full discharge process has been completed, whichever date is later.

3. PRICE AND TERMS OF PAYMENT

The price and the terms of the payment under this Agreement are stipulated in Appendices 3, and 4, respectively.

4. QUALITY
4.1. The quality of Goods sold under this Contract shall meet the specification indicated in Appendix 1.

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4.2. The quality of each delivered lot of Goods at the port of discharge shall be tested in the manner customary and consistent with International standards as shall be determined by SGS or SAYBOLT.

5. DELIVERY AND ACCEPTANCE

5.1 DELIVERY

5.1.1. Delivery and acceptance of goods (in quality and quantity) shall be executed in accordance with the requirements of the present Contract and Appendix 1 by transferring the Bill of Lading to the Buyer. 5.1.2. The quality of Goods delivered by the Seller and accepted by the Buyer under this Contract shall be defined as the quality indicated in the Certificate/s of Quality and Quantity issued by the independent Surveyor SGS or SAYBOLT at the discharge port. 5.1.3. The quantity of the Goods delivered by the Seller and accepted by the Buyer under this Contract shall be defined as the quantity indicated in the Certificate/s of Quantity and Quality issued by the independent Surveyor SGS or SAYBOLT at the discharge port, which shall be final and used to calculate the price. 5.1.4. The quantity of the Goods should be determined according to the standards accepted in discharge port. 5.1.5. The quantity of Goods delivered on CIF terms shall be confirmed by flow-meter readings as well as by measurements of shore tanks. If the Surveyor has reason to believe that the shore tanks are not calibrated in accordance with ASTM standards and procedures, then the vessels figures as TCV (Total Calculated Volume) applied with a valid VEF (Vessel Experience Factor) shall be used to compute the delivery quantity of the current delivery. In the event that Surveyor reports from the loading port do not agree with the Surveyor of the discharge port, the Buyer and Seller shall appoint an independent Surveyor at the shared expense of the Buyer and Seller. 5.1.6. The Seller has the right to have present at port of discharge his representative, but not necessary an independent inspector. 5.1.7. During the loading of each vessel, the Surveyor shall take arbitration samples of the Goods from the auto sampler or flow meter. Sampling should be performed according to the standard procedure currently accepted in a given port. Samples thus taken shall be thoroughly mixed, put into bottles and sealed. One part of these samples filled into not less than two bottles and sealed by Surveyor, is to be placed on board of the vessel under the care of the Captain or Master for delivery to the Buyer or his nominated representative at the discharge port. The other part of the same sample, filled into not less than two bottles, is sealed by the Captain or Master and delivered to the Seller. The taken samples shall be considered as the only samples for arbitration. Both parties shall save these samples within the duration of this Contract, and in case of claim/s till moment of their final settlement. 5.1.8. The Seller warrants performing delivery of the transacted Goods on CIF aswp inside customs outturn quantity and quality basis to the Buyers designated discharge port/s. Title to the Goods, and possession and risk of loss thereof shall pass to Buyer from the moment the Goods pass through the flange connection between the delivery hoses and the vessels manifold at the loading port. 5.1.9. Buyer shall specify the port/s of discharge in accordance with the approved monthly delivery schedule, as Appendix 2, and as otherwise provided herein.

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5.1.10. The Goods delivery should be performed during 2009 - 2010 years pursuant to the Schedule of delivery (Appendix . 2). Additional deliveries should be corrected and are added as the Appendix to the present Contract. 5.1.11. Buyer will have the option to change his designated discharge port, provided that written notice is given to the Seller, of at least thirty (30) days prior to the estimated ships arrival at the former scheduled nominated discharge port. Nomination 5.1.12. Seller is to notify the Buyer of the chartered vessel particulars (general dimensions, cargo system arrangement, maximum unloading capacity rate, cargo tanks capacities at ninety-eight percent (98%) loaded, manifolds sizes and reductions available on board, and any other information requested by the Buyer). The Buyer shall advise acceptability of the vessel (however, such acceptance should not be unreasonably withheld) at discharge port latest within 1 (one) working day. Sellers chartered vessel shall comply with at least one Major Oil Companys requirements, and shall be TOVALOP/PANDI registered. 5.1.13. Seller shall ensure timely arrival of the ship at the discharge port in conformity with the agreed schedule; the ship shall be in every respect ready to discharge the cargo for which it was nominated. 5.1.14. Vessels chartered by Seller shall in all respects meet loading and discharge port rules and regulations in terms of seaworthiness, fire and common safety, ballasting operations and discharge rates. When non-compliance has been determined by the authorities at discharge port, all damages and costs connected to such non-compliance shall be for Sellers account. 5.1.15. Vessel to be accepted by Buyer and such acceptance shall not be unreasonably withheld. 5.1.16. Sellers chartered vessel/s will arrive at the loading port with her tanks/cargo bays in a prepared state for fitness and cleanliness inspection. 5.1.17. The tankers Master shall advise the Buyer and Ship owners Agent at the port of discharge, the ships ETA 120 hours before her arrival, her name, tonnage, flag, draught, quantity of clean or dirty ballast on board, on-board quantities and precise time of arrival 48, 36, 24,and 12 hours before her arrival to the port of discharge. 5.2 LAYCAN

5.2.1. Seller and Buyer hereby agree on a monthly delivery schedule specifying the LAYCANS at Buyers designated discharge port/s per each single lot to be delivered, or as otherwise agreed by the parties. 5.2.2. No later than the fifteenth (15 th) day of the month, the next discharge LAYCAN shall be agreed upon by the parties. 5.2.3. LAYCANS at the designated discharge port(s) to be fixed within a range of 10 (ten) days. 5.3 LAYTIME

5.3.1 Buyer warrants the Sellers nominated vessels will be allowed to discharge her cargo within thirty six (36) free running hours SHINC, plus 6 (SIX) hours NOR.

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5.3.2 Notice of readiness (NOR) shall be given on ships arrival at the Buyers designated discharge port/s by the ship Master to Buyer and/or Agent, by radio, cable or by hand, at anytime including Saturdays, Sunday and holidays. 5.3.3 LAYTIME shall commence upon the expiration of six (6) hours after tender of Notice of Readiness, or upon vessel being all fast in berth, whichever is earlier. 5.3.4 Time spent for port authority formalities, sanitary, border and customs inspection, pilot age from anchorage area to berth, mooring, or crossing river mouth, and time during which loading could not be made due to technical and other conditions, attributable to the tanker, will not be counted as LAYTIME. 5.3.5. Time during which unloading may not be effected because of weather conditions will be counted as 50 pct of lay time always provided the berth available. Saturdays, Sundays and public holidays will be included in the lay time calculation. 5.3.6. However upon expiration of the lay time allowed for unloading the stormy weather time preventing unloading shall be included in the lay time calculation. 5.3.7. Agreed lay time for discharging of each parcel under this contract is 36 (thirty six) hours total Saturdays, Sundays and holidays included. LAYTIME shall commence 6 hours after NOR is given (for one discharging port only) or immediately upon berthing of the vessel, whatever be first. Berthing shall mean the completion of mooring, the vessel being all fast alongside the berth. Discharging shall be considered completed and lay time shall cease upon disconnection of delivery arms. All other terms and conditions shall be as per actual Charter Party. 5.3.8. Discharging shall be considered completed and LAYTIME will cease upon disconnection of discharge hoses. 5.4 DEMURRAGES

5.4.1. Demurrages at discharge ports, if any and if not caused by Buyers nominated discharge terminal shall be paid by the Seller to the Buyer at sight, at first and simple written request. Conversely, if demurrage has been caused by the Buyers discharge terminal, then the corresponding amount shall be borne by the Buyer to the Seller at sight, at first and simple written request. Demurrages shall be computed at the Charter Party Agreement rate. For this purpose, the Seller shall provide the Buyer with a copy of the original Charter Party Agreement. 5.4.2. Demurrages will be based on daily rate or pro-rata thereof per the Charter Party Agreement. 5.4.3. If the vessel arrives at the discharge terminal ahead of the range of days, such notice shall only be effective as from 00.01 hours on the first of these days, unless the discharge terminal begins to discharge the vessel before such time. In the case of a vessel arriving later than the range of days accepted, the discharge terminal will use his best efforts to minimize the delay to discharge. However, in such cases, LAYTIME will only start to count upon vessel being all fast in berth. 5.4.4. Each party shall in timely manner provide all such documents and information, signed or authenticated by authorized persons, as may be reasonably required to settle requests for demurrage. 5.4.5. Claims of demurrage should be submitted the Buyer within 90 (ninety) days from the day of completion of discharge.

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6. INSPECTION QUANTITY/QUALITY DETERMINATION.

6.1. Seller and Buyer mutually agree that an internationally recognized first class independent Surveyor Company, either SGS or SAYBOLT shall be appointed at both designated loading and discharge ports, to act as Surveyor herein and assess the quality and quantity of the cargo according to the provisions herein stated. The Seller will pay the inspection fees and all related costs in the ports of loading. The Buyer will pay the inspection fees and all relevant costs in the port of discharge. The Buyer has the right to appoint an additional Surveyor, acceptable to the Seller, however all costs thereof will be borne by the Buyer. 6.2. Quantity and quality assessments, conducted by the Surveyor, shall be in accordance with methods and procedures usually used in the oil industry practice and however, at all times shall strictly comply with the revised ASTM/IP International standards and procedures enforced at the date of compliance.

7. INSURANCE
7.1. Seller, at his own expense, shall procure a policy with a first class Marine Insurance Institute to cover the 110% (ONE HUNDRED AND TEN PERCENT) of the value of each cargo. The insurance policy will cover all risks of loss or damages to said vessel and cargo, including war, hijacking, explosion etc, from the time the cargo has passed the ships manifold flanges at the loading port until full closing of the unloading process.

8. SANCTIONS (NON PERFORMANCE)

8.1. Should either party fail to comply with any of their obligations to the other party related to the contract, then the suffering party will have the option to the declare non-performance against the defaulting party. 8.1.1 In a case of incomplete delivery and/or termination of delivery of the Goods on fault of the Seller, the Seller is obliged to pay, in addition to any other rights or benefits otherwise provided in this Contract including but not limited to claims against the Sellers Performance Bond, to the Buyer a penalty amount calculated at a rate of one-tenth percent (0.1%) of the value delayed for each delayed day from the sum of incomplete delivery of the Goods, but no more than three percent (3%) of the total value of a delivery delayed. 8.1.2. In case of delayed payment, the Buyer shall pay a penalty at a rate of one-tenth percent (0.1%) of the amount owed for each delayed payment, but no more than three percent (3%) of the total value of a payment delayed. 8.2. Failure by either party to take action against the other, in case of the other partys non-compliance with obligations or conditions set forth with this contract, shall not be interpreted as a waiver to take action for a subsequent non-compliance of the same or other obligations or conditions. 8.3 After both Parties agreed all terms of this contract, and one of the parties dont perform his part especial the procedure out of this contract, this party has to pay a penalty. The penalty amount is calculated at a rate of five percent (5%) of the value of the agreed BG.

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9. CLAIMS
9.1. Any claims that either party may have, due to an occurrence, has to be submitted to the other party within a period of one (1) month from the date of said occurrence provided, however, that said occurrence may not occur until inspections and other terms and conditions of this Contract have been performed and/or completed.. 9.2. In the event that the quality of any of the Goods shall not comply with the contractual specifications, then the Buyer shall have the option, but not the obligation, to accept said Goods at a discount or lower price being negotiated and accepted by the Buyer, prior to or after the commencement of the discharge operations. 9.3. If within thirty (30) days from date of the discharge of vessel the Buyer fails to inform the Seller regarding non-compliance with the terms and/or conditions of this Contract, the Goods will be deemed to have been accepted by the Buyer and no claim will be accepted by the Seller. 9.4. All claims will be done in writing and both parties agree to acknowledge such claims by written acceptance thereof.

10. TAXES, OBLIGATIONS AND IMPORTS

10.1. The Seller shall pay all and any taxes, duties, related to the performance of this contract, levied and/or collected up to the ARRIVAL AT THE INTERNATIONAL MARITIME BOUNDARY / nominated discharge port, except as otherwise provided under the Port aswp term or other provision of this Contract. 10.2. The Buyer shall pay all and any taxes duties, related to the performance of this contract and collected at and beyond the point/s described immediately above.

11. APPLICABLE LAW

11.1 The English law, except for its provisions regarding Conflicts of Law, shall govern all matters relating to the validity, interpretation or performance of this contract.

12. FORCE MAJEURE

12.1. This Contract is governed by the regulations of the International Chamber of Commerce, London, Great Britain, with regard to Force-Majeure circumstances. 12.2. Neither of the Parties shall be liable for complete or partial non-performance of obligations from such Force-Major circumstances such as acts of God, strikes, fires, floods, wars (whether wars declared or undeclared), riots, break-out, embargoes, accidents, restrictions imposed by any governmental authority (including protection, quotas, priorities, requisitions and price controls) and others which are out of the control of the contractual Parties and have arisen after the conclusion of this Contract.

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12.3. If any of such circumstances directly affect the performance of the obligations in the time period stipulated in the Contract, this time period for performance of obligations is to be extended correspondingly for a period during which such circumstances last. 12.4. Should the above circumstances continue to be in force for more than 90 (ninety) days, Parties shall have the right to cancel this Contract completely or partially. In this case neither of the Parties shall have the right to make a demand from the other Party for the compensation of any possible losses except for financial calculations for already delivered Goods.

13. ARBITRATION
13.1. The present Contract is a full recourse commercial deal concluded in accordance with international rules of banking and financial activity and these rules are to be used for all questions regarding preparations, interpretation, legal fulfillment, and any other questions in regard to this contract, including ordinary norms of honesty, confidentiality adopted by International Chamber of Commerce in London, and also temporary suspension because of Force-Majeure circumstances. In case of any differences regarding any aspect of the present Contract the Parties shall agree to pass the matter to Arbitration. 13.2. All disputes or differences which may arise out of this Contract, or in connection with it, will be settled without recourse at the General Courts of Law, in the arbitration order by the Arbitration Court in London, England, with full conformity to its rules and procedures. 13.3. The verdicts of this Arbitration Court shall be final and binding upon both Parties.

14. ORDER OF ASSIGNMENT

14.1. The property and right to the Goods, responsibility, all risks of damage and/or loss of the goods will pass from the Seller to the Buyer from the moment the Goods pass through the flange connection between the delivery hoses and the vessels manifold at the loading port. 14.2. Neither Party is entitled to transfer their rights and/or obligations under this Contract to a third party without the other party's prior written (including telex) consent. 14.3. Any such assignment shall be effected by notice in writing from the Assign or signed by Assignee who takes responsibility for the obligations under this Contract. The Party, which is transferring right, is appointed guarantor for fulfilling obligations taken by the Assignee.

15. NON-CIRCUMVENTION NON-DISCLOSURE CONFIDENTIALLY AGREEMENT

15.1. This Agreement and all documents related to this Agreement or otherwise obtained by one Party from the other Party shall be treated as confidential. Such information shall be kept confidential, and shall not be subsequently disclosed to third parties or reproduced in any way; provided however, that each Party may disclose such information to the Partys affiliates, agents, employees, lenders, counsel,

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accountants or advisors who have a need to know such information and have agreed to keep such terms confidential, or as may be required in order to comply with any law or government regulations (including reporting requirements), court or regulatory proceeding. 15.2. Both parties agree that they are bound by any Non Circumvention Non Disclosure Agreements which they have entered into with regard to the above referenced transaction and shall not circumvent, avoid, bypass or obviate each other directly or indirectly to avoid payment of commissions or fees in any transaction pending, or in the future, for as long as this Agreement shall remain in force between the two principles. 15.3. This Agreement includes by reference and incorporates the customary practices of the NonCircumvention and Non-Disclosure set forth in Article 6 & 7 of I.C.C Publication No. 619, 2000 15.4. The provisions of this Paragraph 28 shall be valid for Five years commencing from the date of the Agreement and shall expire in 2012.

16. OTHER CONDITIONS

16.1. After the signing of this Contract all previous negotiations and correspondence between the Parties in such connection with this contract will be considered null and void. 16.2. Any and all Addendums and additions to this Contract are valid only if they are made in writing and duly signed by both Parties. 16.3. All attached Amendments and Addendums duly signed are an integral part of this Contract. 16.4. Except as expressly provided in this Contract, neither the Seller nor the Buyer shall be liable for consequential, losses damages of any kind arising out of, or in any way connected with the performance or failure to perform this Contract, except as otherwise provided herein. 16.5. All taxes, customs and other duties connected with the conclusion and execution of this Contract levied before delivery to and acceptance by Buyer, except as otherwise provided herein, shall be paid by the Seller. All taxes and all duties levied thereafter will be paid by the Buyer. 16.6. Terms and conditions, which have not been mentioned in the present Contract, are to be regulated by INCOTERMS 2000 with latest amendments, guidelines and standard practices for CIF deliveries and all other terms, acts and/or omissions described therein, or otherwise by the International Chamber of Commerce, Paris, France.. 16.7. The text of this contract is in English and is signed in six (6) originals; four (4) for the Buyer, and two (2) for the Seller; all originals being equally authentic. 16.8. Signed, sealed and certified agreements are allowed to be sent by email and/or facsimile. The Parties have the right to ask and receive originals of documents sent by Courier and/or post. 16.9. Grammar mistakes and misspellings, alone, if they are present in this contract shall not be considered as contradictions. 16.10. All information contained herein shall be kept confidential and is not to be reproduced in any manner whatsoever. 16.11. As agreed the bank of the Seller or the Buyer can be changed, but categories than in the present Contract, with registration of Addition signed by both Parties and assurance by seals of the Parties are not lower. 16.12. This contract consists of ( ) articles and ( ) appendices, on ( ) pages in total.

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17. DURATION OF THE CONTRACT

17.1. The present Contract after being duly signed and sealed by both sides shall come into force from the moment financial guarantees have been established by the Parties and will remain valid and in force until completion of deliveries and payments of the Goods, which are compulsory for both Parties, their heirs, successors, assignees principals and agents.

18. BANKING & PARTY COORDINATES

SELLER: Address: Tel: Fax: SELLER`S Bank information: Bank: Bank Address: SWIFT: Account number: Name: ABA/RT: Bank Officer: Tel: Fax: BUYER: Address: Tel: Fax:_ E-mail: BUYERS Bank information: Bank: Bank Address: SWIFT: Account number: Name: Bank Officer:

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Tel: Fax: SIGNATURES:

SELLER:

________________________________

BUYER:

________________________________

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Appendix No. 1

SPECIFICATION FOR RUSSIAN GAS OIL L0.2/62 HS-D2

CETANE NUMBER ATMOSPHERIC DISTILLATION 50 VOL PCT DGR C 96 VOL PCT DGR C VISCOSITY AT 20 DGR C MM2/S POUR POINT (UPPER) DGR C CLOUD POINT DGR C FLASH POINT DGR C SULPHUR MASS PCT MERCAPTAN SULPHUR MASS PCT HYDROGEN SULFIDE MASS PST COPPER CORROSION 3 HRS / 50 C WATER SOLUBLE ACIDS AND ALKALIS GUM EXISTENT MG/100 CM3 MG ACIDITY KOH/100 CM3 IODINE NUMBER G12/100 G ASH MASS PCT CONRADSON CARBON RESIDUE ON 10% BOTTON MASS PCT FILTRATION FACTOR MECHANICAL ADMIXTURES MASS PCT WATER CONTENT VOL PCT DENSITY AT 200C G/CM3 CFPP DGR C GOST 3122 GOST 2177/A (*) 45 MIN 280 MAX 360 MAX 3.0-6.0 -10 MAX -5 MAX 62 MIN 0.2 MAX 0.01 MAX ABSENCE PASS ABSENCE 40 MAX 5 MAX 6 MAX 0.01 MAX

GOST 33 GOST 20287/B GOST 5066/2 GOST 6356 GOST 51947 GOST 17323 GOST 17323 GOST 6321 GOST 6307 GOST 8489 GOST 5985 GOST 2070/A GOST 1461 GOST 19932

(*) (*)

(*) (*)

(*) (*) (*)

0.20 MAX GOST 19006 GOST 6370 GOST 2477 GOST 3900 GOST 22254 3 MAX ABSENCE ABSENCE 0.860 MAX -5 MAX

(*)

SIGNATURES: SELLER: ________________________________

BUYER:

________________________________

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Appendix No. 2
Delivery schedule Delivery time Quantity, MT

TOTAL CONTRACT QUANTITY:

. MT plus/minus Five Percent (+/-5%) with possible rolls and extensions

SIGNATURES:

SELLER:

________________________________

BUYER:

________________________________

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Appendix No. 3
PRICE 1. The price of GAS OIL L0,2- 62 (GOST 305- 82), sold under this Contract on terms of CIF .. Port will be calculated as US Dollars per metric ton on the basis of the mean of arithmetic average of 2 (two) successive quotations as published in "Platt's European MARKETSCAN" as an average from average values of quotations under the heading CIF MED" for Gas Oil 0.2 one day before, one day following and the day of the date of the Bill of Lading, less a discount 5% per metric ton to the BUYER. The payment for the services of the Sellers consultants must be made by the Seller (payer) to the consultants at the same time in respective proportion to the payments according to the present Contract. 2. In the event that any of the dates defined above fall on a day on which Platts European MARKETSCAN is not published, the price formula above shall include the quotation published on the next nearest day prior to the date of the Bill of Lading.

SIGNATURES: SELLER: ________________________________

BUYER:

________________________________

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Appendix No. 4
TERMS OF PAYMENT 1. As a guarantee of payment of the Goods to be delivered by the Seller, the Buyer will issue Bank Guarantee issued by the Buyers bank, for a period of 395 days with total value, covered minimum two (2) months delivery volume (. MT Goods). The text of the Bank Guarantee is agreed between the Seller and Buyer (Appendix 7). 2. The payment to the Seller for each shipped quantity of the Goods shall be made within two (2) banking days, from date of each vessels completed discharge in the discharge port and of receipt by Buyer of the documents indicated below per shipment. This payment will be made as per the Commercial Invoice, issued by the Seller, from the Buyers account by direct TT payment to the Sellers account. 3. The documents regulating delivery of the Goods; the Seller warrants delivering all below stated documents to the Buyer prior to payment:
A full set of 3/3 originals plus 3 N/N copies of Ocean Bill of Loading made out Clean on Board

marked Freight Prepaid. The B/L to be signed in original by the ships Master and blank issued or endorsed for the destination or per Buyers order, identification of the loaded cargo with quantity expressed in metric tons and barrels.
Original certificates of quality and quantity plus two (2) copies as issued at both Loading Port and

Discharge Port by an independent SGS certified Surveyor Company and/or Laboratory. the country of origin.

Original Certificate of Origin plus two (2) copies issued by the local Chamber of Commerce of Signed Commercial Invoice, based on the discharged quantity in metric tons and barrels, and

quality as determined in this contract, showing name of vessel, date of loading, date of discharge, with full calculations of the price in three (3) originals and three (3) copies:
Original Certificate of Insurance Coverage plus two (2) copies, issued by Insurance Company for

a minimum of 110% of the CIF value of Goods on board each vessel, with payment confirmation issued by Insurance Company.
Third party documents except the invoice are acceptable.

4. The Seller shall deliver in a timely manner to the Buyer such other documents pertaining or related to each shipment, duly signed by the authorized persons or as otherwise required by this Contract, including but not limited to:
Loading & Discharge Time Sheets in one (1) original and one (1) copy, signed by Master, local

agent and SGS certified inspector.

Certificate of Cleanliness in one (1) original and one (1) copy, of ship tanks, pumps and lines

issued or countersigned by loading Port inspector.

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Ullage report in one (1) original and one (1) copy. Masters signed Receipt of Samples in one (1) original and one (1) copy, for each sample or set of

samples taken per shipment.

Masters signed Receipt of Documents in one (1) original and one (1) copy, evidencing receipt of

documents with the exception of the Commercial Invoice. 5. Upon completion of delivery of the Goods as per the present Contract the final settlement between the Buyer and the Seller is made. Final mutual settlement between the Seller and the Buyer is effected through their Banks on signing of the Report on Performance of Contract. The Report on final execution of the Contract, should be agreed, signed and submitted by the Parties to their Banks within fifteen (15) days from the date of delivery of the last tanker shipment of the Goods. SIGNATURES: SELLER: ________________________________

BUYER:

________________________________

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Appendix No. 5
PROCEDURES The Parties agreed the following procedure: 1. 2. Seller and Buyer send some verifiable and confirmable information regarding each other's company as it pertains to oil trading activities and/or the Oil Sector The contract will be signed electronically by Buyer (Account Signatory on Buyer's Bank Account) and Seller (Account Signatory on Seller's Bank Account). NO MANDATES. After both parties agreed all the terms of this contract, and the Seller has send his signed copy electronically to the buyer, the buyer has to sign the contract during three (3) days. The Seller prepares 6 (six) hard copies of the contract, signs and seals them and sends the package by DHL or similar to Buyer for signing. The Seller provides the Buyer his contract and the contract with main supplier in Russia as partial POP. The Buyer can verify this contract using the contract Nr. if the Seller has the capacity of the agreed volume. After receiving, the Buyer will sign and seal the contracts and lodged one copy in his bank and send 3 copies back to the Seller. Upon receiving the signed copies, the Seller will also lodge one copy with his bank. Buyers bank issues a banking reference letter (RWA) see Appendix 6 contains information as described in attached letter, with reference to the signed contract, to sellers bank directly. The RWA has to be singed and forwarded from the Buyers bank to Sellers bank after signing the contract latest two (2) banking days. Within 24-48 hour after the receipt of the Sellers documents the Buyer will issue a nonoperative Bank Warranty Guarantee issued by the Buyers bank, for a period of 395 days with total value, covered two (2) months delivery volume (.,000 MT Goods). Buyers bank issues the desired non-operative Bank Guarantee (MT 760) for on behalf of seller. Sellers bank will issue Performance Bond 2% from the value of the agreed BG. The Performance Bond activates the non-operative BG. Within 24-48 hour after the receipt of the BG Seller will issue the PB issued by the Sellers bank, for a period of 395 days. Sellers bank issues the desired PB on behalf of Buyer. Seller issues Full POP. Full POP is understood as full set of non negotiable loading documents prior to shipping, which are available at this time due to delivery status. Any further missing POP documents (shipping documents) shall be submitted immediately upon completion of according step of delivery. Within 20 days after issuing of operative financial instrument, the Seller gives confirmation from transportation Company concerning transportation of the Goods to the port

3.

4.

5.

6.

7.

8.

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Sales and Purchase Dated GAS OIL D2, L-02-62, GOST 305-82 BUYERS CODE: SELLERS CODE:

of loading (routing telegram). Seller will issue Confirmation from port of loading about readiness of transhipment and loading above mentioned goods. 9. 10. The Seller informs the Buyer about readiness for monthly shipment delivery. Both Seller and Buyer agreed upon the delivery schedule for subsequent month shipments. The Buyer already informs the Seller about his destination ports changes, if any, at least thirty days prior the next shipment. Within 30 - 45 days the Seller makes the first delivery under the present Contract terms and conditions. The Seller established payment documents for delivered volume of the Goods. Payments for the shipped goods are made by the Buyer to the Seller according to conditions specified in the Appendix 4 of the Contract.

11. 12. 13.

SIGNATURES: SELLER: ________________________________

BUYER:

________________________________

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Appendix No. 6 Draft RWA

On letterhead of Buyers Bank (.. To be conveyed by bank SELLER: SELLER`S Bank information: Bank: Bank Address: SWIFT: Account number: Name: ABA/RT Bank Officer: Tel: Fax: Sales and Purchase Contract N-.., dated GAS OIL D2, L-02-62, GOST 305-82 BUYER'S CODE: SELLERS CODE: Total contract volume: . MT
st

of .., 2009

.., ..th of .. Dear Sir, we herewith confirm, that our client . represented by .., has the financial capability to complete the a.m. transaction of the purchase of ..,000 MT of Russian D2 on a monthly basis. A payment instrument of a Bank Guarantee covering a two months delivery volume of .,000 MT of D2 shall not be an issue subject to presentation of partial Proof of Product.

Page 21 of 25 SELLER: _________________ BUYER: _________________

Sales and Purchase Dated GAS OIL D2, L-02-62, GOST 305-82 BUYERS CODE: SELLERS CODE:

Within 24-48 hour after the receipt of the Sellers documents we will issue a nonoperative Bank Warranty Guarantee issued by .., for a period of 395 days with total value, covered (two) months delivery volume (.,000 MT Goods). (Maybe the bank adds a disclaimer) For and on behalf of . BUYER`S Bank information: Bank: Bank Address: SWIFT: Account number: Name: ABA/RT Bank Officer: Tel: Fax: (authorized signature) Bank officer ID-No. (authorized signature) Second Bank Officer ID-No.

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Appendix No. 7
PAYMENT GUARANTEE
THE NAME OF BANK AND THE ADDRESS OF BRANCH OR THE BRANCH WHICH HAVE ISSUED A GUARANTEE BENEFICIARY: _________________ (the name and the address) ___________________________________ DATE: ____________

PAYMENT GUARANTEE FOR WARRANTY OBLIGATIONS N _______

WE, ___________________, HAVE BEEN NOTIFIED THAT ________________ (HEREAFTER REFERRED TO AS THE ST "PRINCIPAL") HAS ENT ERED INTO CONTRACT NO. N-., DATED OF 2009 WITH YOUR COMPANY FOR THE PURPOSE OF SUPPLYING TO OUR PRINCIPAL ( quantity and name of the Goods). BESIDES, WE HAVE UNDERSTOOD THAT ACCORDING TO TERMS AND CONDITIONS OF THIS CONTRACT, THE PERFORMANCE GUARANTEE FOR WARRANTY OBLIGATIONS IS REQUIRED. AT THE REQUEST OF THE PRINCIPAL WE, ________ (the name of bank), HEREBY IRREVOCABLY UNDERTAKE TO PAY TO YOU ANY AMOUNT OR THE AMOUNTS NOT EXCEEDING IN TOTAL THE AMOUNT __________ ( in words) UPON RECEIPT BY US OF YOUR FIRST DEMAND IN WRITING AND YOUR WRITTEN STATEMENT SPECIFYING: I) THAT THE PRINCIPAL HAS FAILED HIS OBLIGATION UNDER CONTRACT NO. N-., DATED .. 2009, AND II) THE SPECIFIC DETAILS REFERENCING THE PRINCIPAL S BREACH.
ST

OF

In case of non-payment of the delivered goods during 15 (fifteen) days from the time of payment due date according the contract terms.

YOUR DEMAND FOR PAYMENT MUST ALSO BE ACCOMPANIED BY THE FOLLOWING DOCUMENTATION: AN OFFICIAL STATEMENT AND SUMMARY ISSUED BY YOUR BANKS DETAILING AND CONFIRMING THE REQUESTED AMOUNT ( Specify documents if those are available or cross out).

Delivery-Acceptance Act (DAA) signed by the buyer and the seller. Ocean Bill of Loading made out Clean on Board marked Freight Prepaid. The B/L to be signed in original by the ships Master and blank issued or endorsed for the destination, identification of the loaded cargo with quantity expressed in METRIC TONS. Certificate of quality, issued and signed by the independent inspector at the port of loading Certificate of quantity, issued and signed by the independent inspector at the port of loading Certificate of Origin issued by a local Chamber of Commerce. Notice of readiness (NOR) lodged by Shipmaster at discharge port countersigned for acceptance by

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terminals representative. Commercial invoice, based on the delivered quantity in metric tones, delivered quality as determined in this contract, showing name of vessel, date of quantity discharge completion and state of delivery within full calculations of the price

THE VALIDITY OF THIS GUARANTEE EXPIRES LATER __________ IN CASE OF AN ARBITRARY NON-LOADING OF GOODS WITHIN 15 (FIFTEEN) DAYS UPON COMPLETION OF THE PERIOD OF LOADING THE PRESENT BANK GUARANTEE WILL BE IN VALID AUTOMATICALLY. DUE TO NON-DELIVERY BY FORCE MAJEURE THE PRESENT BANK GUARANTEE WILL EXTEND FOR THE TIME OF PERIOD OF THE CORRESPONDING CIRCUMSTANCES. ACCORDING TO IT ANY DEMAND FOR PAYMENT UNDER THIS GUARANTEE MUST BE RECEIVED BY US IN THIS BRANCH UP TO SUCH DATE ______________. THIS GUARANTEE IS ISSUED SUBJECT TO THE UNIFORM RULES FOR PAYMENT GUARANTEES, BASED ON ICC PUBLICATION NO 458. SIGNATURES: BANK OFFICER BANK OFFICER (Full name and title) _____________________ (Full name and title) _____________________

SIGNATURES: SELLER: ________________________________

BUYER:

________________________________

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Appendix No. 8

ON BUYERS LETTERHEAD
PENALTY CLAUSE Sales and Purchase Contract N-, dated ____th of ______________, 2009 GAS OIL D2, L-02-62, GOST 305-82 BUYER'S CODE: _________________ SELLERS CODE: Total contract volume: Country__________, ____ of _________ 2009 Dear Mr. . We, (Name of Buyer) hereby warrant and irrevocably confirm, that once point 5 of the procedure (appendix no. 5) has been fulfilled by (Name of Buyer), we will execute and fulfil without let or hindrance point 6 of the procedure. The requested non operative bank guarantee will be issued by our bank within 24 to maximum 48 hours (2 banking days). This bank guarantee shall automatically become operative u pon receipt of the 2% Performance Bond (point 7 of procedure appendix no. 5). In case of non-performance of point 6, we hereby warrant and irrevocably confirm to pay an immediate monetary penalty in the amount of 5% (in words: five percent) of the 2 months shipment volume (,000 MT of D2) in order to cover your costs of your contractual obligations and the resulting costs of our non-performance. Sales and Purchase Contract N-, dated _____th of ______________, 2009, BUYER'S CODE: _________________ SELLERS CODE: and shall be declared as additional attachment to the a.m. contract. For and on behalf of (Name of Buyer)

(authorized signature) Printed Name

Title

Page 25 of 25 SELLER: _________________ BUYER: _________________