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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. 4. Specifications: (Based on ASTM Standards) : () Specification Total Moisture (As received basis) () Inner Moisture (Air dried basis) () 35% Max 18% Approx

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Volatile Matter (Air dried basis) () Fixed Carbon (Air dried basis) () Ash (Air dried basis) () Total Sulphur (Air dried basis) () Grind ability (HGI) Net Calorific Value (NAR) () Size

35 ~ 45% By difference 12% Max 1% Max 40 Min 3800 Kcal/kg 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/,. <30%, 1%,$0.5/, 7. 7. Loading Port: Any safe port, Indonesia :

8. Discharging Terms: 8. : 8.1 Discharging port: Zhangjiagang Port or other Nominated Terminal by buyer in China. 8.1 : 10.5

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8.2 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.


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.

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8.3

12 The discharging rate is 12000TONS PWWD SHINC 12000 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. 15 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.

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12 ) 9. 9. 9.1 Quality Determination: 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. ISO HGIASTM 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. INSPECTORATE 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. Quality Discrepancy: 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. , , 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. / / Seller guarantee if there is unloading difficulties because of the size and caused losses for buyer , the cost shall be borne by the Seller Weight Determination: 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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9.7 10. 10.

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CIQ CCIC ,, 11. 11. Payment: **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. 13. 13.1

Force Majeure: 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.

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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 , , Force Majeure shall not relieve either party from making payments due to the other party. Law & Jurisdiction / Arbitration: The construction, validity and performance of this Contract shall be governed by China law. 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. 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 The language of the arbitration shall be Chinese. Insurance Buyer shall at their own expense arrange for all risks marine insurance to cover the shipment shipped by Seller. Title, Risk and Liability 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. 90% Risk with respect to shipment shall pass on to Buyer when the material passes the vessel's rail at the discharging port. 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. 17. 17. Duties, etc 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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CMT-2013-001Port charges, quay dues and similar dues on vessel are for Sellers account. 18. 18. Default 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. 19. Others: 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. E-mail: Fax:

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. 21. Bank Information:

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: For and on behalf of

The Buyer: For and on behalf of

______________________________

______________________________

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