Sales and Purchase Agreement

SALES AND PURCHASE AGREEMENT

THIS SALES AND PURCHASE AGREEMENT is made this……… day of …………., 2009.

BETWEEN

LIEU Holdings LTD a company duly incorporated under the laws of the Cyprus Republic hereinafter referred to as the “SELLER” which expression shall where the context so admits, include it’s heirs, successors in title and assigns, represented by its Legal Representative, Mr. Niko Laskaris, Greek passport number AA087531, of the one part.

AND

…………………………………, a company duly incorporated under the laws of ……………………, whose office is situated at ………………………………, hereinafter referred to as the “BUYER” which expression shall where the context so admits, include it’s heirs, successors in title and assigns, represented by it’s……………………………………………………,MR………………………… of the other part.

WHEREAS the within named SELLER has agreed to sell 5,000,000, Metric tons of Russian D2 GAS OIL 0.2/62, GOST 305-82 to the Buyer.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

ARTICLE 1: - PRODUCT

The product offered for sale is AUTOMOTIVE GAS OIL (A.G.O.) D2 0.2/62, GOST 305-82. The Certificate of Quality and Quantity is issued by a reputable and internationally acceptable inspection agency.

The goods as carried by the Seller’s vessel shall be by FOB ROTTERDAM on the satisfaction of the terms and conditions herein contained

PRODUCT SPECIFICATIONS

The Parties (The Seller and the Buyer) hereby have agreed on the following Specification of the Product: GASOIL GOST 305-82

S/N / CHARACTERISTIC / REQUIREMENT / TEST METHOD ASTM
i. / Appearance / Clear and Bright / Visual
ii. / Colour ASTM (Max.) / 3.0 / Visual
iii. / Specific Gravity / 0.820-0.870 / 1298
iv. / Acidity / Nil
v. / Total Acid Number mgKOH/g. (Max.) / 0.50
vi. / Distillation:
(a)Percentage recovery at 357˚C, v/v (min)
(b)Final Boiling Point ˚C (max) / 90
385 / 86
vii. / Flash Point ˚C (min) / 66 / 93
viii. / Cloud Point, ˚C (max) / 4.4
ix. / Conradson Carbon Residue on 10% residue, % wt. (max). / 0.15
x. / Ash, % wt. (max). / 0.01
xi. / Copper Strip Corrosion, 3h at 100˚C / Not worse than
No. 1
xii. / Sediment, % wt. (max). / 0.01
xiii. / Total Sulphur, % wt. (max). / 0.03
xiv. / Water Content, % Vol. (max). / 0.05
xv. / Diesel Index, (min.) / 47

ARTICLE 2: - PRODUCT

The product is AUTOMOTIVE GAS OIL (A.G.O.) D2 0.2/62 (GOST 305-82)

ARTICLE 3: - PRODUCT ORIGIN

This product shall be of RUSSIA Origin

ARTICLE 4: - PRODUCT QUANTITY – (1164 LITRES = 1 METRIC TON) The total contractual quantity of the commodity to be sold and to be purchased under this contract shall be 150,000-500,000 metric tons per month to be delivered FOB ROTTERDAM

ARTICLE 5:- PROCEDURES

1. Buyer issues Letter Of Intent /Irrevocable Corporate Purchase Order .

2. Seller issues full corporate offer and Sales & Purchase Agreement Draft to Buyer

. 3 Buyer issues acceptance letter to Seller.

4. Buyer and Seller execute SPA

5. Buyer’s bank confirms availability of Proof Of Product (POP) from Seller’s Bank.

6. Buyer issues LC/MT103 in favor of Seller. ..

7. Seller gives Buyer Tank’s details. .

8. Buyer gets ready to take delivery of cargo by arranging logistics for the clearance at the

Port.

9. All Taxes, Levies at the Port of destination are to the Buyer’s account.

10. Fund is transferred to Seller’s Bank within 72 hours upon confirmation of

Quantity and Quality of product in Buyer’s Tank by S.G.S.

ARTICLE 6:- DELIVERY PERIOD

It is expected that the tank details will be forwarded to Buyer’s Bank within seven days upon receipt & confirmation of the Buyer’s DTLC/MT103 and delivery of cargo made to the buyer within 3 days.

ARTICLE 7:- PRICE

The price per m. ton FOB delivered to ROTTERDAM for this particular contract is US20 minus plat Rotterdam ($10.00 commission to Agents/Facilitators inclusive). The total value of the contract shall be US$xxxx,000.00. Seller’s/Buyer’s Agents and Facilitators are entitled to brokerage commission of $10.00 per m. ton.

ARTICLE 8: - TERMS OF PAYMENT

Buyer issues DTLC/MT103 to Seller’s bank.

Final Payment will be made to Seller’s Bank within 72 hours after confirmation of quantity and quality of product in Buyer’s tank by SGS.

ARTICLE 9:- SCHEDULE OF DOCUMENT

The following documents covering the consignment herein contracted shall be presented by the SELLER through their BANKER to the BUYER through their BANKER for verification and confirmation in satisfaction of the provision of this agreement:

Tank’s details.

ARTICLE 10:- CLEARING COSTS/ PORT CHARGES

All port charges, levies, and custom duties, clearing at the port of discharges and haulage of cargo transshipment to Buyer’s coastal tanker shall be born by Buyer.

ARTICLE 11: - DEMURRAGE

It is the buyer’s responsibility to hire a vessel that will take over the products from the agreed Outside Bar within stipulated maritime regulation without recourse to demurrage.

ARTICLE 12: - COMMUNICATIONS

All notice, demand requests or consents (either) of the parties hereto shall be in writing, transmitted by hand delivery, or sent by certified registered mail. Return receipt, postage pre-paid to the other party at the address stated herein. Noticed shall be considered to have been given at the time of deposit of the mail.

ARTICLE 13: - DURATION

This Agreement is applicable for subsequent shipments, extensions, rollovers and re-negotiated transactions.

ARTICLE 14: -

Neither party to this Agreement shall be held liable for breach of contract caused by an Act of God, Insurrection, Civil War, Military Operation or industrial action. The parties hereto hereby accept the hardship as published by the ICC No. 427.

ARTICLE 15:- JURISDICTIONS

The relevant laws of United Kingdom shall be applicable in this Sales and Purchase Contract Agreement.

ARTICLE 16: - DISPUTE

Any dispute(s) arising from the interpretation of this agreement and this transaction shall be settled under the arbitration law of United Kingdom and the same shall be final.

ARTICLE 17: - AMENDMENT

Any amendments and or additions to the provisions of this Agreement is valid only if made in writing and mutually agreed and attended to by the two parties’ signatory to this Agreement.

ARTICLE 18: - TRANSACTION

All correspondence between the parties hereto relevant to this transaction shall bear the CODE: Seller: LIEUECT1D225112009

ARTICLE 19: - NON-CIRCUMVENTION/ NON-DISCLOSURES

The parties agree that this transaction shall be governed in accordance with the international chamber of commerce standards, of which regulations for non-disclosure and non-circumvention are herein fully incorporated.

ARTICLE 20: - QUANTITY/ QUALITY DETERMINATION

Seller and Buyer mutually agree that an internationally recognized first class independent surveyor company shall be appointed at both designated loading ports, to assess the quality and quantity of the cargo according to the provision herein stated. The seller will pay the total ‘inspection fee’ as per the surveyor’s invoice. If buyer is appointing his surveyor acceptable to the Seller, all cost will be borne by Buyer.

Quantity and quality assessments, conducted by the appointed surveyor company, 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.

ARTICLE 21:- BANKING COORDINATES

The banking co-ordinates of both SELLER and BUYER are as follows:

SELLER’S BANK DETAILS

PARTICULAR’S / SELLER
Company Name / LIEU HOLDINGS LTD
Represented by / MR NIKO LASKARIS
Title / LEGAL REPRESENTATIVE
Passport No / AA0875311
Nationality / GREEK
Bank Name / NPB NEW PRIVATE BANK
Bank Address / LIMMATQUAI 1, AM BELLEVUE
8022 ZURICH, CH
Account No. / IBAN: CH06 0876 5503 6624 0400 0
FOR CREDIT TO:
ADDRESS
BENEFICIARY
FURTHER CREDIT TO:
SWIFT / WEGECH2G
Bank Officer
Bank e-mail:

1b) SELLER’S AGENT/FACILITATOR’S BANKING DETAILS:

US$5.00

BANK NAME / DBS BANK LIMITED, SINGAPORE
ADDRESS OF BANK / 6 SHENTON WAY, DBS BLDG TOWER 2, SINGAPORE 068809
ACCOUNT NUMBER / 0199021160
ACCOUNT NAME / WORLD MARKET TYCOONS
Beneficiaries:Wilson Christson, Nyuk Moi & Assigns
BANK TEL. NUMBER / 65-62222200
BANK FAX NUMBER / 65-63689394
BANK OFFICER / MS CLARICE ONG
SWIFT CODE / DBSSSGSG(DBS BANK LTD, SINGAPORE)

2a) BUYER’S BANKING DETAILS:

BANK NAME
ADDRESS OF BANK
ACCOUNT NUMBER
ACCOUNT NAME
BANK TEL. NUMBER
BANK FAX NUMBER
BANK OFFICER
SWIFT CODE

2b) BUYER’S AGENT/FACILITATOR’S BANKING DETAILS:

( OPEN) US$5.00

BANK NAME
ADDRESS OF BANK
ACCOUNT NUMBER
ACCOUNT NAME
BANK TEL. NUMBER
BANK FAX NUMBER
BANK OFFICER
BENEFICIARY

WHEREOF In pursuance of the foregoing, the parties hereto, accepting all terms and conditions herein, affix their common seals and signatures.

Signed, Sealed & Delivered by the within named Seller:

FULL NAME:

COMPANY NAME: LIEU HOLDINGS LTD

DESIGNATION: LEGAL REPRESENTATIVE

SIGNATURE: ……………………………………

In the presence of:

NAME: DR GEORGIA IRENE EFSEVIOU

OCCUPATION: LEGAL ADVISOR

ADDRESS: 26, OLD CHURCH STREET

CHELSEA, LONDON

SIGNATURE: ……………………………………..

Signed, Sealed & Delivered by the within named Buyer:

FULL NAME: ……………………………………..

COMPANY NAME …………………………………..

DESIGNATION: …………………………………….

SIGNATURE: ………………………………………

In the presence of :

NAME: ………………………………………

OCCUPATION: ………………………………………

ADDRESS: ………………………………………

………………………………………

SIGNATURE: ………………………………………

…………………….. ……………………..

SELLER’S INITIAL BUYER’S INITIAL