Contract of Sales and Purchase of Indonesia Coal

This contract is made and entered into on this 2013by and between:

The Seller :

Address :

(Hereinafter be referred to as the Seller)

The Buyer :

Address :

By this Contract the Seller agrees to sell and the Buyer agrees to buy the following coal

under the terms and conditions listed below:

1. Commodity: Indonesia Steam Coal (Origin: Indonesia)

1. : (: )

2Quantity:

100,000 MT+/-10%/month MOLOO

2: 100,000 +/-10%

3. Shipment: First shipment on or before April 30, 2013

(Seller shall receive buyers LC on March 30 2013 at the latest)

3. : 2013 04 30 (

2013 3 30 )

4. Specifications: (Based on ASTM Standards)

4. : ()

Specification

Total Moisture (As received basis)

() 35% Max

Inner Moisture (Air dried basis)

() 18% Approx

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Volatile Matter (Air dried basis)

() 35 ~ 45%

Fixed Carbon (Air dried basis)

() By difference

Ash (Air dried basis)

() 12% Max

Total Sulphur (Air dried basis)

() 1% Max

Grind ability (HGI)

40 Min

Net Calorific Value (NAR)

() 3800 Kcal/kg

Size

0-100 mm

5. Unit Price: USD CIF, Zhangjiagang Port or other Nominated Terminal

by buyer in China.

(INCOTERMS 2000).

The base price for the shipments under this Contract shall be reviewed

by the Parties once every month, and any price adjustment shall be

mutually agreed by the Parties.

5. CIF

/

(2000)

6. Premium/Penalty:

6.

PRICE ADJUSTMENT:

If the Net Calorific Value (NAR) of the shipment is out of the range of 3800 Kcal/kg,

the unit price shall be adjusted as follows:

For Net Calorific Value (NAR) more or less than3800Kcal/kgbut above or equal to

3600Kacl/Kg. the unit price shall be increased or decreased by USD1.5/MT for each

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100 Kcal/kg difference.

For Net Calorific Value (NAR) lower than 3600Kcal/kg but higher than 3500Kcal, the

unit price shall be reduced by USD2.8.

If the Net Calorific Value is equal to or lower than 3500Kcal,the Buyer shall have the

right reject the cargo or negotiate the new price.

For sulphur content air dried basic, if higher than 1%, the unit price shall be reduced by

USD0.5/MT for each 0.1%.if higher than 1.2%,the unit price shall be reduced by

usd1/MT for each 0.1%, Pro-rata to be made for differences less than 0.1%.

For volatile matter (air dried basis), if lower than 30%, the unit price shall be reduced by

USD0.5/MT for each 1%. Pro-rata to be made for differences less than1%

:

3800 /

3800 / 3600

/ 100/1.5

/

3600/ 3500Kcal

2.8/

3500 /

.

()>1%, 0.1%$0.5/,

>1.2%, 0.1%,$1/,.

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8.2 The Buyer shall nominate and appoint the freight forwarders at the discharging

port.Ship Owner to pay all agencies fee and port dues at discharging port.

8.2

8.3 Notice of Readiness to be tendered by written or radio anytime day or night,

Sunday and Holidays included upon vessel arrival at discharge port, whether

in port or not, whether in berth or not, whether customs cleared or not,

provided vessel is in all respects ready to discharge. But laytime to commence

twelve (12) hoursafter the mother vessel arrive at Zhangjiagang Port

anchorage and after Notice of Readiness is tendered unless sooner commenced

then actual time used shall count as laytime.

8.3

12

8.4 The discharging rate is 12000TONS PWWD SHINC

8.4 12000

8.5 Demurrage/Despatch rate to be USD 6000/day and USD3000/day.Pro-rata to

be made for difference less than one day.

Demurrage or Despatch money shall be settled directly between the Seller and

the Buyer within 15 days from the date of completion of discharging of the

coal and receipt of Buyers laytime calculations with NOR, time sheets & SOF

which must be signed by master, shipper, receiver or their representatives and

agent and which calculations to be mutually agreed by Buyer & Seller.

8.5 15

8.6 Discharging stoppages due to vessels requirement, including any time used

moving from anchorage to berth or obtaining free pratique on arrival at the

berth, or which result from any matters set out in Clause 12 shall not be

counted as laytime.

8.6

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12)

9. Quality Determination:

9.

9.1 All sampling and analysis necessary pursuant to the term of this Agreement

shall be made in accordance with the International Standards Organization

(ISO) procedures, except that HGI shall be determined according to the

American Society for Testing and Materials (ASTM) test method.

9.1 ISOHGIASTM

9.2 The quality of shipment shall be determined at the Loading Port as cross

checked by the Independent Surveyor INSPECTORATE . Seller shall pay the

cost of sampling and analysis.

9.2 INSPECTORATE

9.3 The independent surveyorat discharge port shall issue a Certificate of

Sampling and Analysis,shall be final to form basis of Sellers

commercialinvoice,which will be binding for both parties.

9.3

9.4 Quality Discrepancy:

9.4

In the event that either party wishes to challenge the result of any analysis made at

the loading port or the discharging port. It shall do so within 30 (Thirty) days from

shipment being loaded at loading port or the discharging port. In such event, the

umpire sample taken at the loading port shall be sent to an independent laboratory

agreed by both parties. The costs and expenses of such further analysis shall be

borne by the party requesting such analysis, If any of the parameters in the umpire

analysis differs from the analysis report at the loading port or the discharging port

by more than the tolerance levels, the cost shall be borne by another party

30

( 6

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9.5 In the event that the results of the umpire analysis are within the tolerance

levels for reproducibility from the analysis report at the independent laboratory,

no invoice adjustment shall be made. However, if the results are outside the

allowed tolerance levels, invoice adjustment shall be made accordingly based

on the umpire analysis results.

9.5 ,

,

9.6 The Buyer/Seller shall have the right to appoint a representative to attend and

observe the weight and quality determination at the loading/discharging port at

any time and at its own expenses.

9.6 //

9.7 Seller guarantee if there is unloading difficulties because of the size and

caused losses for buyer , the cost shall be borne by the Seller

9.7

10. Weight Determination:

10.

The Seller shall at his own cost, determine the weight of the shipment at the

loading port by means of draft survey which shall be conducted according to

ISO standard by an independent surveyor(INSPECTORATE ) at the loading

port, who shall issue the Certificate of Weight and the Draft Survey Report.

The weight so determined at the loading port shall be as the B/Ls quantity for

reference by both parties.

INSPECTORATE

The Buyer shall at his own cost, determine the weight of the shipment at the

discharging port by means of draft survey which shall be conducted by CIQ or

CCIC at the discharging port, who shall issue the Certificate of Weight and the

Draft Survey Report. The weight so determined at the Discharging port shall

be final and binding upon the parties hereto and to form basis of Sellers

commercial invoice.

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CIQ CCIC

,,

11. Payment:

11.

**In accordance with the total contract amount and quantity, the Buyer shall

open 100% (percent) irrevocable and non-transferable Letter of Credit at sight

term issued by a first class bank to Sellers Bank. All charges outside of

opening bank are for Sellers account.A tolerance of plus or minus 10% on

quantity and L/C amount is allowed. Partial shipment not allowed. The L/C

shall be in United States Dollars currency.

100%

10%

,

11.1.In accordance with the total contract amount and quantity, the Buyer shall open

100% (percent) irrevocable and non-transferable Letter of Credit at sight term

issued by a first class bank to Sellers Bank. All charges outside of opening

bank are for Sellers account.A tolerance of plus or minus 10% on quantity and

L/C amount is allowed. Partial shipment not allowed.

100%

10%

**11.2. 95% (percent) payment shall be payable at sight by opening bank against the

following documents presented by Sellers bank.

11.2. 90%,

11.3. The Seller shall present documents to the negotiating bank as per documents

requirement enlisted here below:

Beneficiarys signed commercial invoice in 3original and 3copies

Full set (3/3) of original clean on board ocean Bills of Lading

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Certificate of Sampling and Analysis in 3 original and 3 copies issued by

independent surveyor(INSPECTORATE ) at the loading port

Certificate of Weight and Draught Survey Report in 3 original and 3 copies

issued by independent surveyor(INSPECTORATE ) at the loading port

Certificate of Origin

Charter Party Bill of Lading is allowed.

11.3. :

()

INSPECTORATE

INSPECTORATE

11.4. The balance 5% (final invoice amount minus provisional payment) will payable

to the seller by the buyer base on the final invoice from seller; this final

invoice will be based on the Certificate of Quality and Weight issued by SGS

in discharging port. These copies of the certificates shall be delivered to seller

within 30 days after discharging activity at the discharging port is completed.

Failed to do so, will be resulting to the settlement of final payment based on

the loading port analysis report.

11.4.

10%

CCIC / CIQ

30

11.5. For the balance5% payment, the seller shall present documents to the

negotiating bank as per documents requirement enlisted here below:

Inspection Certificate of Quality in one copy by CCIC/CIQ at

discharging port.

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Inspection Certificate of Weight in one copy issued by CCIC/CIQ at

discharging port.

Sellers final invoice in triplicate for balance value based on SGS

Inspection Certificate of Weight and Inspection Certificate of Quality

established at discharging port.

11.5. 10%:

CCIC / CIQ

CCIC / CIQ

11.6. Within 5 working days after issuance of the Bill of Lading, the Seller shall

forward to the office of Buyer by facsimile or email the following documents:

One copy of the Bill of Lading

One copy of 100% Commercial Invoice

One copy of the Certificate of Quality issued by independent

surveyor(INSPECTORATE) at the loading port

One copy of the Certificate of Weight and the Draft Survey Report issued

by independent surveyor(INSPECTORATE ) at the loading port

One copy of the Certificate of Origin

Should Buyer ask for release the cargo without production of Bill of Lading at

discharging port, Buyer will provide Letter of Indemnity and confirm acceptance

of documents without reserve.

11.6. 5/:

-

-

-

-

-

,

.

12PERFORMANCE BOND

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2 , 2

5 ,

100%

5 ,

.

13. Force Majeure:

13.

13.1 The Seller shall not be liable to the Buyer nor shall the Buyer be liable to the

Seller for any delay or failure in the performance of obligations under this

Contract if such delay of failure is due to or results from or is consequential

upon Force Majeure.

The term Force Majeure shall include but not limited to natural calamities,

acts of public enemies, insurrections, strikes, lockouts, labor or union

organized reduction of production, fires, wars, explosions, floods, interruption

of transportation or essential supplies and services, embargoes, orders or acts

of courts, government or governmental authorities and any other cause event

or circumstance not within the control of the party claiming suspension which,

by the exercise of due diligence, such party is unable to prevent or overcome.

13.1 ,

,,,,,

,,,,,,

,,

13.2 The party whose performance of any obligation is affected by reason of any of

the causes referred to in Clause 12.1 shall promptly give notice thereof by fax

to the other party followed, as soon as practicable by a notice in writing setting

forth the particulars of the relevant event and, if possible, supporting evidence

issued by the competent governmental authorities within 14 days. The party

so affected shall take reasonable steps to resume with the least possible delay

in compliance with its obligations under this Contract but shall not be required

to settle any strike, lockout or other labor difficulty on terms not acceptable to

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it.

13.2 12.1

14

,

,

13.3 Force Majeure shall not relieve either party from making payments due to the

other party.

13.3

14. Law & Jurisdiction / Arbitration:

14.

14.1 The construction, validity and performance of this Contract shall be governed

by China law.

14.1

14.2 In the event of any question or dispute arising under or out of or relating to the

construction, meanings and operations or effect of this contract or breach

thereof, the matter in dispute shall be negotiated and discussed mutually with

highest sincerity through the normal business procedure and in the event

where the question or dispute cannot be properly solved, it shall be referred to

arbitration.

14.2

14.3 When arbitration is called for, it will be referred to and finally resolved in

Beijing in accordance with the arbitration rules of the Beijing International

Arbitration Centre for the time being in force (which rules are deemed

incorporated by reference in this clause) before three arbitrators, one to be

nominated by Seller and the other by Buyer with each party to nominate its

arbitrator within fourteen (14) days of receipt of a Notice of arbitration issued

by the other party, and the two arbitrators so appointed shall appoint a third

arbitrator. In the event that one party should fail to nominate its arbitrator

within the time limited, the arbitration tribunal shall consist of the arbitrator

nominated by the other party and the arbitration shall proceed on the basis of

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the sole arbitrator as nominated.

14.3

3 1 1

14

14.4 The language of the arbitration shall be Chinese.

14.4

15. Insurance

15. Buyer shall at their own expense arrange for all risks marine insurance to

cover the shipment shipped by Seller.

16 Title, Risk and Liability

16. 16.1 Title with respect to this shipment shall pass on to Buyer once the Seller has

received 95% payment for the amount of Coal lifted in accordance with the

terms and conditions of this Contract.

16.1 90%

16.2 Risk with respect to shipment shall pass on to Buyer when the material passes

the vessel's rail at the discharging port.

16.2

16.3 Except as expressly provided in this Contract, Either Seller or Buyer shall be

liable for consequential, indirect or special damages of any kind arising out of

or in any way connected with the performance of, the failure to perform, or

any delays in performing its contract.

16.3

17. Duties, etc

17.

All taxes, duties, levies, dues etc., of the shipment loaded to the vessel, if any,

at the loading port shall be to Seller's account and all taxes duties, levies, dues

etc., of the shipment at the discharging port shall be to Buyer's account.

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Port charges, quay dues and similar dues on vessel are for Sellers account.

18. Default

18.

In the event failure by the Seller or Buyer to comply with any of the obligation

assumed under this contract, shall entitle the other party, without prejudice to

any other or recourses available to it, to consider such failure as breach of this

contract and to terminate the same, or to unilaterally suspend its performance

until such failure is corrected, and in both cases, may claim direct damages for

the breach of this contract.

,,

,,,,

19. Others:

19.

This Contract is confidential and shall not be exposed to any third party

without the prior written consent of the other party.

Any changes to this contract shall be discussed and agreed by both parties in

written addendum; the addendum is to form an integral part and with the same

legal force with this contract. In the event of any discrepancy, the addendum

will be taken as final and binding.

This contract is in English and Chinese language, each party shall hold one.

The languages in question shall have the same effect. In the event of any

discrepancy between the two versions, the Chinese language version shall

prevail.

20. Notice

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20.1 Seller Contact

Name

Tel. Fax:

E-mail:

20.2 Buyer Contact

Name

Tel.

Fax:

E-mail:

20.3 Electronic countersigned:

Any scanned copy document has the same legal force and shall be treated the

same as original document.

20.3

21. Bank Information:

21.

Seller bank information

Bank Name

Bank Address

Bank SWIFT

Account Name

Account No

Buyer bank information

Bank Name

Bank SWIFT

Account No

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22IN WITNESS HEREOF, this Contract is concluded and executed on

this (month), (date),2013.

22 2013 ___ ___

The Seller: The Buyer:

For and on behalf of For and on behalf of

______________________________ ______________________________