Unassociated Document


    Exhibit
10.15

     

    


     

    *
ALL CONTRACTUAL CORRESPONDENCE TO BE FAXED TO (65) 6738 4326 *

     

    
      
        
          
            
              
                
                  
                    	
                            TO

                          	
                            :

                          	
                            MISSION
      BIOTECHNOLOGIES SDN BHD

                          
	 	 	 
	
                            ATTN

                          	
                            :

                          	
                            CONTRACT
      ADMINISTRATION T. VENTHAN NORWATI DAUD

                          
	 	 	 
	
                            FAX

                          	
                            :

                          	
                            (603)
      7960 8771

                          
	 	 	 
	
                            EMAIL

                          	
                            :

                          	
                            NATHAN@MISSIONNEWENERGY.COM

                            VASU@MISSIONNEWENERGY.COM

                            STEPHEN@STARSUPPLY.CH

                          
	 	 	 
	
                            DATE

                          	
                            :

                          	
                            23RD
      MARCH 2009

                          
	 	 	 
	
                            RE

                          	
                            :

                          	
                            OUR
      CONTRACT NO. 177016 /
217554

                          


                  

                

              

            

          

        

      

    

     

    WE REFER
TO OUR REVISED CONTRACT DATED 14TH JANUARY
2009.  FURTHER TO BOTH PARTIES MUTUAL AGREEMENT, PLEASE NOTE THE
FOLLOWING AMENDMENTS:

     

    2.           BUYER

     

    PLEASE
INSERT "FOR ALL CARGO DELIVERY DURING 1ST MARCH
TO 31ST
DECEMBER 2009, ALL CORRESPONDENCE TO BE DIRECTED TO SELLER'S SINGAPORE SERVICE
COMPANY:

     

    TRAFIGURA
PTE LTD

    501
ORCHARD ROAD

    HEX 10-01
WHEELOCK PLACE

    SINGAPORE
238880

     

    FOR
TELEPHONE AND FACSIMILE NUMBERS PLEASE SEE THE NOTIFICATIONS
SECTION."

     

    6.           QUANTITY
AND TERM

     

    PLEASE
INSERT "THE BALANCE QUANTITY FROM 1ST MARCH
TO 31ST
DECEMBER 2009 SHALL NOW TOTAL 32,000 METRIC TONS PLUS / MINUS 5 PERCENT AT
BUYER'S OPTION AS FOLLOWS:

     

    
      
        
          	
                  LOADING MONTH

                	
                  QUANTITY

                
	
                  1ST
      TO 31ST
      MARCH 2009

                	
                  5,000
      METRIC TON +/- 5% AT BUYER'S OPTION

                
	
                  1ST
      TO 30TH
      APRIL 2009

                	
                  5,000
      METRIC TON +/- 5% AT BUYER'S OPTION

                
	
                  1ST
      TO 31ST
      MAY 2009*

                	
                  4,000
      METRIC TON +/- 5% AT BUYER'S OPTION

                
	
                  1ST
      TO 30TH
      JUNE 2009*

                	
                  4,000
      METRIC TON +/- 5% AT BUYER'S OPTION

                
	
                  1ST
      TO 31ST
      JULY 2009*

                	
                  4,000
      METRIC TON +/- 5% AT BUYER'S OPTION

                
	
                  1ST
      TO 31ST
      AUGUST 2009*

                	
                  4,000
      METRIC TON +/- 5% AT BUYER'S OPTION

                
	
                  1ST
      SEPTEMBER TO 30TH
      OCTOBER 2009*

                	
                  3,000
      METRIC TON +/- 5% AT BUYER'S OPTION

                
	
                  1ST
      NOVEMBER TO 31ST
      DECEMBER 2009**

                	
                  3,000
      METRIC TON +/- 5% AT BUYER'S
OPTION

                


        

      

    

    


     

    * BUYER
HAS THE OPTION TO INCREASE QUANTITY TO 5,000 METRIC TONS AT CONTRACT PRICE UPON
NOMINATION.

     


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    **BUYER
HAS THE OPTION TO COMBINE THE SEPTEMBER/OCTOBER AND NOVEMBER/DECEMBER PARCEL(S)
TO ONE CARGO LOT OF 6,000 METRIC TON TO BE AGREED 60 DAYS CALENDAR DAYS PRIOR TO
THE FIRST DAY OF THE MONTH OF SHIPMENT."

     

    9.           PRICE

     

    AFTER
PARAGRAPH 1, PLEASE INSERT "FOR ALL CARGO DELIVERY DURING 1ST APRIL
TO 31ST
DECEMBER 2009, THE FOB KUANTAN, MALAYSIA PRICE IN US DOLLARS PER METRIC TON
BASED ON BILL OF LADING QUANTITY AS DETERMINED UNDER THE QUANTITY AND QUALITY
CLAUSE HEREIN SHALL BE EQUAL TO THE FRONT MONTH PENINSULAR MONTHLY AVERAGE CRUDE
PALM OIL PRICE AS PUBLISHED BY THE MALAYSIAN PALM OIL BOARD (MPOB) FOR THE
APPLICABLE PRICING PERIOD PLUS A PREMIUM OF US DOLLARS 140.00 (ONE HUNDRED AND
FORTY POINT ZERO ZERO PER METRIC TON)."

     

    10.           PAYMENT

     

    AFTER
PARAGRAPH 1 PLEASE INSERT "FOR ALL CARGO DELIVERY DURING 1ST MARCH
TO 31ST
DECEMBER 2009, AS SECURITY FOR EACH PARTY'S PERFORMANCE OBLIGATIONS AND
LIABILITIES TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
EACH PARTY SHALL PROVIDE TO THE OTHER PARTY NOT LATER THAN 10 (TEN) DAYS OF
CONTRACT CONFIRMATION, AN IRREVOCABLE PERFORMANCE BOND AND IN THE AMOUNT OF U.S.
DOLLARS 940,000.00 (USD NINE HUNDRED AND FORTY THOUSAND POINT ZERO ZERO),
PAYABLE AT THE COUNTERS OF THE RESPECTIVE BANK AS PER THE FORMAT ATTACHED
HEREIN."

     

    26.           NOTIFICATIONS

     

    PLEASE
INSERT "FOR ALL CARGO DELIVERY DURING 1ST MARCH
TO 31ST
DECEMBER 2009, ANY CONTRACTUAL, OPERATIONAL FINANCIAL, OR PRICING NOTIFICATIONS
FROM SELLER TO BUYER TO BE MADE TO THE FOLLOWING CONTACTS:

     

    BUYER

     

    CONTRACTS

    ALICE
ONG/JASMINE GOH/MILTON WONG

    EMAIL:
CONTRACTADMINSINGAPORE@TRAFIGURA.COM

    TEL: (65)
6319 2976/(65) 6517 4612/(65) 6416 2438

    FAX: (65)
6738 4326

     

    OPERATIONS

    DANIEL
TAN/DMITRY AKOPOV

    EMAIL:
SINGAPOREBIODIESELOPERATIONS@TRAFIGURA.COM

    TEL (65)
6517 4642/(65) 6319 2965

    FAX: (65)
6734 9448

     

    FINANCIAL
CONTACT

    AMANDA
YOUNG

    TEL: (44
20) 7009 1698

    FAX: (44
20) 7170 7816"

     

    ALL
OTHER TERMS AND CONDITIONS NOT MENTIONED ABOVE SHALL REMAIN UNCHANGED PER OUR
CONTRACT DATED 14TH JANUARY
2009.

     


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


     

    WITH THE
ABOVE AMENDMENTS INCORPORATED, WE ARE PLEASED TO CONCLUDE THIS BUSINESS WITH
YOU.  PLEASE CONFIRM YOUR AGREEMENT BY RETURN FAX, ABSENT YOUR REPLY
TO THE CONTRARY WE WILL ASSUME YOUR AGREEMENT AND CLOSE THIS FILE.

     

     

    BEST
REGARDS

     

    TRAFIGURA
BEHEER B.V. AMSTERDAM

    BRANCH
OFFICE LUCERNE

     

    


     

    


     

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      1.           THIS
CONTRACT CANCELS AND SUPERSEDES ALL PREVIOUSLY CONTRACTUAL CORRESPONDENCE
BETWEEN OUR TWO PARTIES AND WILL BE THE GOVERNING AND CONTRACTUAL DOCUMENT FOR
THIS TRANSACTION.

    

     

    
      
        
          
            
              
                
                  
                    	
                            TO

                          	
                            :

                          	
                            MISSION
      BIOTECHNOLOGIES SDN BHD

                          
	
                            ATTN

                          	
                            :

                          	
                            CONTRACT
      ADMIN – T.VENTHAN / NORWATI DAUD

                          
	
                            FAX

                          	
                            :

                          	
                            +60
      3 7960 8771

                          
	 	 	 
	
                            CC

                          	
                            :

                          	
                            NATHAN@MISSIONNEWENERGY.COM

                            VASU@MISSIONNEWENERGY.COM

                          
	 	 	 
	
                            CC

                          	
                            :

                          	
                            TRAFIGURA
      LTD.

                          
	
                            ATTN

                          	
                            :

                          	
                            CONTRACT
      ADMIN: LUCY CLARK-WARD/ALANA THOMPSON

                          
	
                            FAX

                          	
                            :

                          	
                            +44
      207 170 7818

                          
	
                            E-MAIL

                          	
                            :

                          	
                            CONTRACTADMINISTRATIONS@TRAFIGURA.COM

                          
	 	 	 
	
                            DATE

                          	
                            :

                          	
                            14TH
      JANUARY 2009

                          
	 	 	 
	
                            RE

                          	
                            :

                          	
                            OUR
      CONTRACT NO. 177016

                            YOUR
      CONTRACT NO. (PLEASE
CONFIRM)

                          


                  

                

              

            

          

        

      

IN THE
EVENT THAT BOTH BUYER AND BROKER ISSUE CONTRACTS FOR THE ABOVE REFERENCED DEAL,
THE BUYER'S CONTRACT CANCELS AND SUPERSEDES ANY BROKER CORRESPONDENCE IN
RELATION TO THIS AGREEMENT.  THE BROKER'S CONTRACT SHALL BE FOR THE
SOLE PURPOSE OF DOCUMENTING COMMISSION, IF ANY.

     

    TRAFIGURA
BEHEER B.V. AMSTERDAM, BRANCH OFFICE LUCERNE IS PLEASED TO CONFIRM THE FOLLOWING
FOB PURCHASE TRANSACTION
CONCLUDED BETWEEN OUR TWO COMPANIES ON 17TH JULY
2008.

     

    
      2.           SELLER

    

     

    MISSION
BIOTECHNOLOGIES SDN BHD

    C-26-05

    3 TWO
SQUARE

    NO 2,
JALAN 19/1

    46300
PETALING JAYA

    MALAYSIA

    TEL:          (603)
7960 8770

    FAX:         (603)
7960 8771

     

    
      3.           BUYER

    

     

    TRAFIGURA
BEHEER B.V. AMSTERDAM,

    BRANCH
OFFICE LUCERNE

    ZÜRICHSTRASSE
5

    CH-6002
LUCERNE

    SWITZERLAND

    FAX NO:
(41) 41 419 4344

    TEL NO:
(41) 41 419 4343

    TELEX:
868001 TRAF CH

     

    THE
SELLER MUST DIRECT ALL OPERATIONAL CORRESPONDENCE TO THE BUYER'S GENEVA SERVICE
COMPANY:

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    TRAFIGURA
BEHEER B.V. AMSTERDAM

    BRANCH
OFFICE GENEVA

    15 RUE
PIERRE FATIO

    1204
GENEVA

    SWITZERLAND

     

    FOR
TELEPHONE, FAX, AND TELEX NUMBERS PLEASE SEE THE NOTIFICATIONS
SECTION.

     

    
      4.           PRODUCT

    

     

    PALM
METHYL ESTER (PME)

     

    
      5.           QUALITY

    

     

    
      
        
          	
                  PARAMETERS

                	
                  UNIT

                	
                  LIMITS

                
	
                  TOTAL
      ESTER CONTENT

                	
                  (%,
      M/M)

                	
                  96.5
      MINIMUM

                
	
                  DENSITY
      @ 15OC

                	
                  (G/CM3)

                	
                  0.860
      – 0.900

                
	
                  VISCOSITY
      AT 40OC

                	
                  (MM2/S)

                	
                  3.5
      – 5.0

                
	
                  FLASH
      POINT

                	
                  (OC)

                	
                  120
      MINIMUM

                
	
                  SULFUR
      CONTENT

                	
                  (MG/KG)

                	
                  10
      MAXIMUM

                
	
                  CARBON
      RESIDUE

                	
                  (%,
      M/M)

                	
                  0.3
      MAXIMUM

                
	
                  (ON
      10% DISTILLATION RESIDUE)

                
	
                  CETANE
      NUMBER

                	 
      	
                  51
      MINIMUM

                
	
                  SULFATED
      ASH CONTENT

                	
                  (%,
      M/M)

                	
                  0.02
      MAXIMUM

                
	
                  MOISTURE

                	
                  (PPM)

                	
                  350
      MAXIMUM

                
	
                  TOTAL
      CONTAMINATION

                	
                  (MG/KG)

                	
                  24
      MAXIMUM

                
	
                  COPPER
      STRIP CORROSION,

                  3H
      AT 50OC

                	
                  (RATING)

                	
                  CLASS
      1

                
	
                  OXIDATIVE
      STABILITY, 110OC

                	
                  (HOURS)

                	
                  6.0
      MINIMUM

                
	
                  ACID
      VALUE

                	
                  (MG
      KOH/G)

                	
                  0.50
      MAXIMUM

                
	
                  IODINE
      VALUE

                	
                  (G
      IODINE /100G)

                	
                  120
      MAXIMUM

                
	
                  LINOLENIC
      ACID

                	
                  (%,
      M/M)

                	
                  12
      MAXIMUM

                
	
                  METHYLESTER

                	 
      	 
      
	
                  POLYUNSATURATED

                	
                  (%,
      M/M)

                	
                  1
      MAXIMUM

                
	
                  (>=4
      DOUBLE BOND)

                	 
      	 
      
	
                  METHYLESTER

                	 
      	 
      
	
                  METHANOL
      CONTENT

                	
                  (%,
      M/M)

                	
                  0.2
      MAXIMUM

                
	
                  MONOGLYCERIDE

                	
                  (%,
      M/M)

                	
                  0.8
      MAXIMUM

                
	
                  DIGLYCERIDE

                	
                  (%,
      M/M)

                	
                  0.2
      MAXIMUM

                
	
                  TRIGLYCERIDE

                	
                  (%,
      M/M)

                	
                  0.2
      MAXIMUM

                
	
                  FREE
      GLYCEROL

                	
                  (%,
      M/M)

                	
                  0.02
      MAXIMUM

                
	
                  TOTAL
      GLYCEROL

                	
                  (%,
      M/M)

                	
                  0.25
      MAXIMUM

                
	
                  GROUP
      I METALS, NA + K

                	
                  (MG/KG)

                	
                  5
      MAXIMUM

                
	
                  GROUP
      II METALS, CA + MG

                	
                  (MG/KG)

                	
                  5
      MAXIMUM

                
	
                  PHOSPHORUS
      CONTENT

                	
                  (MG/KG)

                	
                  10
      MAXIMUM

                
	
                  CFPP

                	
                  (OC)

                	
                  12
      MAXIMUM

                


        

      

    

    


     

    PRODUCT
TO BE SHIPPED UNDER A NITROGEN BLANKET

     

    PRODUCT
MUST NOT CONTAIN PETROCHEMICAL RESIDUES OR SPENT CHEMICALS, INCLUDING BUT NOT
LIMITED TO CAUSTICS AND ACIDS.

     

    GOODS
MUST BE OF MERCHANTABLE QUALITY AND FIT FOR INTENDED PURPOSE

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      6.           SUSTAINABILITY
CLAUSE

    

     

    THE
SUPPLIER WILL REJECT ANY FEEDSTOCK ISSUED FROM POOR FARMING PRACTICES (CAUSING
INCLUDING BY WAY OF EXAMPLE BUT NOT LIMITED TO DEFORESTATION, USE OF ABUSIVE
CHILD LABOUR, IRRESPONSIBLE USE OF PESTICIDES)

     

    IF PALM
OIL IS USED, THE SUPPLIER SHALL PROCURE PALM OIL FROM MEMBERS OF THE
RSPO.

     

    
      7.           QUANTITY
AND TERM

    

     

    5,000 –
7,000 METRIC TONS MIN/MAX AT BUYERS OPTION PER CALENDAR MONTH TO BE DELIVERED
DURING 01ST JANUARY
2009 – 31ST
DECEMBER 2009.

     

    ACTUAL
QUANTITY TO BE DECLARED BY BUYER LATEST 30 CALENDAR DAYS PRIOR TO THE FIRST DAY
OF THE MONTH OF SHIPMENT.  A TOLERANCE OF PLUS OR MINUS 5 PCT IN
BUYER'S OPTION SHALL APPLY TO THE ACTUAL VOLUME DECLARED BY BUYER.

     

    
      8.           DELIVERY

    

     

    IN ONE
CARGO LOT, HOMOGENEOUS THROUGHOUT VESSEL'S TANKS FOB ONE SAFE AND ALWAYS
ACCESSIBLE BERTH / PORT KUANTAN, MALAYSIA PER BUYER'S NOMINATED VESSEL, ARRIVING
WITHIN THE PERIOD NOMINATED BY BUYER IN ACCORDANCE WITH THE BELOW ("AGREED
DELIVERY PERIOD") AS FULL OR PART CARGO AT BUYERS' OPTION

     

    BUYER TO
NOMINATE A 10-DAY DELIVERY WINDOW LATEST 20 CALENDAR DAYS PRIOR TO THE FIRST DAY
OF THE 10-DAY DELIVERY WINDOW.

     

    SUBJECT
TO THE PROVISIONS OF CLAUSE 8 BELOW, IN THE EVENT THAT THE BUYER ARRIVES OUTSIDE
THE 10-DAY DELIVERY WINDOWS NOMINATED FOR DELIVERIES DURING 01ST APRIL –
31ST
DECEMBER 2009, BUYER SHALL BE RESPONSIBLE FOR ALL THE ADDITIONAL STORAGE COST
(USD 8.20/MT/14DAYS) AT THE BULKING FACILITY

     

    NOTWITHSTANDING
ANY PROVISION OF THIS CONTRACT OR RULE OF LAW TO THE CONTRARY, THE BUYER SHALL
HAVE COMPLIED WITH ITS OBLIGATION UNDER THIS CLAUSE PROVIDED THAT THE VESSEL
TENDERS NOR ON OR BEFORE 23:59 (LOCAL TIME) ON THE LAST DAY OF THE AGREED
ARRIVAL PERIOD.

     

    
      9.           NOMINATION

    

     

    SELLER TO
GIVE ACCEPTANCE OF NOMINATED (OR SUBSTITUTE) VESSEL WITHOUT DELAY - SUCH
ACCEPTANCE NOT TO BE UNREASONABLY WITHHELD.

     

    BUYER
SHALL HAVE THE RIGHT TO SUBSTITUTE AT ANY TIME PRIOR TO COMMENCEMENT OF
LOADING.

     

    
      10.           PRICE

    

     

    THE FOB
KUANTAN, MALAYSIA PRICE IN US DOLLARS PER METRIC TONNE BASED ON BILL OF LADING
QUANTITY AS DETERMINED UNDER THE QUANTITY AND QUALITY CLAUSE HEREIN SHALL BE
EQUAL TO THE FRONT MONTH PENINSULAR MONTHLY AVERAGE CRUDE PALM OIL PRICE AS
PUBLISHED BY THE MALAYSIAN PALM OIL BOARD (MPOB) FOR THE APPLICABLE PRICING
PERIOD PLUS A PREMIUM OF US DOLLARS 125.00 (ONE HUNDRED AND TWENTY FIVE POINT
ZERO ZERO) PER METRIC TONNE.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    BUYER HAS
THE OPTION TO CHOOSE BETWEEN THE FRONT MONTH PENINSULAR MONTHLY AVERAGE CRUDE
PALM OIL PRICE FOR ALL DAILY QUOTATIONS PUBLISHED DURING THE NOMINATED MONTH OF
B/L ("M") OR ALL DAILY QUOTATIONS PUBLISHED DURING THE MONTH IMMEDIATELY FALLING
THE NOMINATED MONTH OF B/L ("M + 1").  THIS OPTION WILL BE DECLARED BY
THE BUYER ON THE DATE OF THE BILL OF LADING (BY COB EUROPEAN TIME).

     

    SELLER
WILL USE THE CONVERSION FROM MALAYSIAN RINGGIT TO US DOLLARS BASIS THE AVERAGE
OF THE EXCHANGE RATES PUBLISHED BY THE ASIAN WALL STREET JOURNAL ON EACH PRICING
DAY OF THE APPLICABLE PRICING PERIOD.

     

    THE FINAL
PRICE SHALL BE EXPRESSED TO TWO (2) DECIMAL PLACES.

     

    
      11.           PAYMENT

    

     

    AS
SECURITY FOR EACH PARTY'S PERFORMANCE OBLIGATIONS AND LIABILITIES TO THE OTHER
PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND TRAFIGURA AGREEMENT REF #
183599, EACH PARTY SHALL PROVIDE TO THE OTHER PARTY NOT LATER THAN 01ST
DECEMBER, 2008, AN IRREVOCABLE PERFORMANCE BOND AND IN THE AMOUNT OF TWO MILLION
U.S. DOLLARS (U.S. $2,000,000.00), PAYABLE AT THE COUNTERS OF THE RESPECTIVE
BANK AS PER THE FORMAT ATTACHED HEREIN.

     

    EACH
PARTY'S PERFORMANCE BOND SHALL REMAIN EFFECTIVE THROUGH TO 20 DAYS AFTER THE
LAST DELIVERY DATE I.E. 20TH JANUARY
2010 AND EACH PARTY SHALL BE ENTITLED TO DRAW ON THE OTHER PARTY'S PERFORMANCE
BOND IN THE EVENT THAT EITHER PARTY INCURS DAMAGES ON ACCOUNT OF THE OTHER
PARTY'S FAILURE TO PERFORM OR IN THE EVENT THAT ANY AMOUNT THAT MAY BE DUE AND
OWING FROM ONE PARTY TO THE OTHER IS NOT PAID IN FULL ON THE DUE
DATE.

     

    BY
REVOLVING LC IN US DOLLARS NET CASH, WITHOUT WITHHOLD, OFFSET, COUNTERCLAIM OR
DEDUCTION WHATSOEVER INTO SELLER'S NOMINATED BANK ACCOUNT WITH FULL VALUE AT
SIGHT OF THE FOLLOWING DOCUMENTS FOR EACH RESPECTIVE DELIVERY:

     

    
      
        
          	
                  (A).

                	
                  SELLER'S
      COMMERCIAL INVOICE (TELEX / FAX
ACCEPTABLE).

                


        

      

    

    
      
        	
                
                  (B).

                

              	
                
                  CERTIFICATE
      OF QUALITY AND / OR INDEPENDENT INSPECTORS QUALITY REPORT AT LOADPORT
      (TELEX / FAX
ACCEPTABLE).

                

              


      

    

    
      
        	
                
                  (C).

                

              	
                
                  CERTIFICATE
      OF QUANTITY AND / OR INDEPENDENT INSPECTORS QUANTITY REPORT AT LOADPORT
      (TELEX / FAX
ACCEPTABLE).

                

              


      

    

    
      
        	
                
                  (D).

                

              	
                
                  3/3
      ORIGINAL BILLS OF LADING ISSUED TO OR ENDORSED TO ORDER OF
      BUYER.

                

              


      

    

    
      
        	
                
                  (E).

                

              	
                
                  ORIGINAL
      CERTIFICATE OF ORIGIN

                

              


      

    

     

    IF
DOCUMENTS (D) AND / OR (E) ARE NOT AVAILABLE AT PAYMENT DUE DATE, THEN SELLER
SHALL PRESENT:

     

    
      
        
          	
                  (A).

                	
                  SELLERS'
      COMMERCIAL INVOICE (TELEX OR FAX
ACCEPTABLE)

                


        

      

    

    
      
        	
                
                  (B).

                

              	
                
                  DOCUMENTS
      (B) AND (C) ABOVE

                

              


      

    

    
      
        	
                
                  (C).

                

              	
                
                  SELLERS'
      LETTER OF INDEMNITY (TELEX OR FAX ACCEPTABLE) COUNTERSIGNED BY A FIRST
      CLASS INTERNATIONAL BANK ACCEPTABLE TO BUYER IN THE FOLLOWING
      FORM:

                

              


      

    

     

    QUOTE

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    DEAR
SIRS,

     

    WE REFER
TO A CARGO OF [QUANTITY] OF [PRODUCT] LOADED ON BOARD VESSEL
[     ] PURSUANT TO BILLS OF LADING DATED
[                ]
200[   ].

     

    ALTHOUGH
WE SOLD THE SAID CARGO TO YOURSELVES, WE HAVE BEEN UNABLE TO PROVIDE YOU WITH
THE FULL SET OF ORIGINAL 3/3 CLEAN ON BOARD BILLS OF LADING AND OTHER ORIGINAL
SHIPPING DOCUMENTS COVERING THE SAID SALE.

     

    IN
CONSIDERATION OF YOUR PAYING THE FULL PURCHASE PRICE OF USD
[     ] WITH VALUE
[                ],
WE HEREBY EXPRESSLY WARRANT THAT WE HAVE FULL MARKETABLE TITLE TO THE GOODS,
FREE OF ANY SECURITY INTEREST, LIEN OR ENCUMBRANCES, AND THAT WE TRANSFER SUCH
TITLE TO YOU, THAT WE HAVE THE FULL RIGHT AND AUTHORITY TO EFFECT DELIVERY OF
THE SAID CARGO, AND THAT YOU WILL ENJOY QUIET POSSESSION OF THE SAID CARGO [AND
THAT THE ORIGIN OF THE CARGO IS [     ]].

     

    WE
FURTHER AGREE TO LOCATE AND SURRENDER TO YOU, AS SOON AS POSSIBLE, THE FULL SET
OF ORIGINAL BILLS OF LADING AND OTHER ORIGINAL SHIPPING DOCUMENTS AND TO
PROTECT, INDEMNIFY AND HOLD YOU HARMLESS FROM ANY AND ALL DAMAGES, COSTS AND
EXPENSES (INCLUDING ATTORNEY FEES) WHICH YOU MAY SUFFER BY REASON OF ANY BREACH
OF THE AFORESAID WARRANTIES AND/OR THE FULL SET 3/3 ORIGINAL BILLS OF LADING AND
OTHER SHIPPING DOCUMENTS NOT BEING AVAILABLE AND/OR REMAINING OUTSTANDING,
INCLUDING BUT NOT LIMITED TO, ANY CLAIMS AND DEMANDS WHICH MAY BE MADE BY A
HOLDER OR TRANSFEREE OF THE ORIGINAL BILLS OF LADING AND OTHER ORIGINAL SHIPPING
DOCUMENTS OR BY ANY THIRD PARTY CLAIMING AN INTEREST IN, RIGHT TO, OR LIEN ON
THE CARGO OR THE PROCEEDS THEREOF OR RECEIVER IN REJECTING THE
CARGO.

     

    THIS
LETTER OF INDEMNITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF ENGLAND AND EACH PARTY EXPRESSLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE ENGLISH COURTS IN LONDON.

     

    UNQUOTE

     

    IF THE
FINAL UNIT PRICE IS NOT AVAILABLE BEFORE THE PAYMENT DUE DATE, THE SELLER MAY
PRESENT A PROVISIONAL INVOICE FOR PAYMENT.  THE PROVISIONAL INVOICE
SHALL BE CALCULATED IN ACCORDANCE WITH CLAUSE (9) USING ALL AVAILABLE QUOTATIONS
KNOWN AT THE TIME OF INVOICING.

     

    AS SOON
AS THE FINAL UNIT PRICE IS AVAILABLE, THE SELLER SHALL PRESENT A FINAL
INVOICE/CREDIT NOTE FOR SETTLEMENT WITHIN 3 NEW YORK BANKING DAYS OF
RECEIPT.  NO INTEREST SHALL BE DUE BY THE OWING PARTY ON ANY
DIFFERENCE BETWEEN THE PROVISIONAL AND FINAL INVOICE VALUE.

     

    IF
PAYMENT FALLS DUE ON A SATURDAY OR NEW YORK BANK HOLIDAY OTHER THAN A MONDAY,
PAYMENT SHALL BE MADE ON THE FIRST PRECEDING NEW YORK BANKING DAY.  IF
PAYMENT FALLS DUE ON A SUNDAY OR A MONDAY NEW YORK BANK HOLIDAY, THEN PAYMENT TO
BE MADE ON THE FIRST FOLLOWING NEW YORK BANKING DAY.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    PAYMENT
SHALL BE SECURED BY AN IRREVOCABLE DOCUMENTARY LETTER OF CREDIT OPENED BY A
FIRST CLASS BANK ACCEPTABLE TO SELLER AND IN A FORM ACCEPTABLE TO SELLER, TO
SELLER'S NOMINATED BANK, BY LATEST PRIOR VESSEL'S ARRIVAL AT
LOADPORT.

     

    AND IN
THIS RESPECT, BUYER'S BANK CHARGES FOR BUYER'S ACCOUNT.  SELLER'S BANK
CHARGES FOR SELLER'S ACCOUNT

     

    
      12.           DETERMINATION
OF QUANTITY AND QUALITY

    

     

    
      
        
          	
                  (A).

                	
                  THE
      QUALITY OF THE PRODUCT AT THE LOADPORT USING THE CUSTOMARY METHODS,
      PRACTICE AND PROCEDURE AT THE LOADPORT AND BASED UPON FULLY REPRESENTATIVE
      SAMPLES DRAWN FROM THE SHORE
TANKS.

                


        

      

    

     

    
      
        	
                
                  (B).

                

              	
                
                  THE
      QUANTITY OF THE PRODUCT AT THE LOADPORT USING THE CUSTOMARY METHODS,
      PRACTICE AND PROCEDURE AT THE LOADPORT AND BASED UPON SHORE
      MEASUREMENTS.

                

              


      

    

     

    
      13.           INSPECTION

    

     

    BUYER AND
SELLER WILL APPOINT A MUTUALLY AGREED FIRST CLASS SURVEYOR MESSRS ITS-CALEB BRET
OR MUTUALLY ACCEPTABLE INDEPENDENT SURVEYOR TO CARRY OUT THE WEIGHT AND ANALYSIS
AT PORT KUANTAN THE WEIGHT AND ANALYSIS OF THE REPRESENTATIVE SHORE TANK AT PORT
KUANTAN ARE FINAL AND BINDING ON BOTH PARTIES SAVE FOR FRAUD OR MANIFEST
ERROR.  COSTS OF SUCH INSPECTION TO BE SHARED EQUALLY BETWEEN SELLER
AND BUYER.

     

    
      14.           LAYTIME

    

     

    LAYTIME
OF 50% OF THE CHARTERPARTY ALLOWANCE SHINC, WEATHER PERMITTING BERTHING /
LOADING OR NOT, SHALL BE ALLOWED TO SELLER FOR EACH MONTHLY LIFTING, PRORATA FOR
PART CARGO, COMMENCING 6 HOURS AFTER NOR HAS BEEN TENDERED OR WHEN VESSEL IS ALL
FAST ALONGSIDE BERTH, WHICHEVER IS THE EARLIER AND TIME (FOR THE PURPOSES OF
COMPUTING LAYTIME AND DEMURRAGE) SHALL CEASE WHEN CARGO DOCUMENTS ARE ON
BOARD.

     

    IF
DELIVERY OF CARGO DOCUMENTS IS DELAYED IN EXCESS OF 2 HRS FROM HOSE
DISCONNECTION THEN LAYTIME WILL CONTINUE TO RUN UPON THE EXPIRATION OF SUCH
ALLOWANCE AND UNTIL CORRECT AND SIGNED DOCUMENTATION IS DELIVERED ON
BOARD.

     

    IN THE
EVENT OF STS OPERATION UNDERTAKEN AT THE REQUEST OF SELLER, ALL TIME USED IN
CONNECTION WITH STS OPERATIONS (SUCH TIME SHALL COMMENCE 6 HOURS AFTER NOR HAS
BEEN TENDERED OR WHEN VESSEL IS MOORED TO THE STS VESSEL, WHICHEVER IS EARLIER
AND SHALL END WHEN THE VESSEL IS UNMOORED FROM THE LAST CARGO RECEIVING VESSEL)
SHALL COUNT AS USED LAYTIME, OR, IF THE VESSEL IS ON DEMURRAGE, AS TIME ON
DEMURRAGE.  ALL TIME TO COUNT WEATHER PERMITTING OR NOT.

     

    
      15.           DEMURRAGE

    

     

    SELLER IS
RESPONSIBLE FOR PROCURING A SAFE BERTH(S) AT THE LOAD PORT/FACILITY REACHABLE ON
ARRIVAL AND ALWAYS ACCESSIBLE TO WHICH THE VESSEL CAN PROCEED, AT WHICH IT MAY
LIE AND FROM WHICH IT MAY DEPART (FULLY LADEN), ALWAYS SAFELY AFLOAT AND FREE OF
ALL WHARFAGE AND DOCKAGE DUES AND FEES.  SELLER SHALL ARRANGE FOR
BERTHING OF THE VESSEL

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
ACCORDANCE WITH THE CARGO DELIVERY WINDOW AND AS DETERMINED BY THE TIME THE
NOTICE OF READINESS HAS BEEN TENDERED.

     

    PUBLIC
TERMINAL/DOCK DELAYS WILL NOT BE FOR THE ACCOUNT OF THE BUYER AND LAYTIME SHALL
COUNT AS DESCRIBED UNDER LAYTIME CLAUSE.

     

    SELLER
SHALL PAY LOAD PORT DEMURRAGE TO BUYER IN ACCORDANCE WITH THE FOLLOWING
PROVISIONS:

     

    DEMURRAGE
SHALL BE PAYABLE AT THE VESSEL CHARTERPARTY RATE OF WHICH BUYER TO ADVISE SELLER
WHEN VESSEL IS NOMINATED).  NO OTHER TERMS OF THE CHARTER PARTY ARE
INCORPORATED INTO THIS CONTRACT UNLESS EXPRESSLY PROVIDED.  IF THE
VESSEL IS ON TIME CHARTER, THE APPLICABLE DAILY RATE WILL BE THE DAILY HIRE PLUS
BUNKER COSTS.

     

    DEMURRAGE
TO BE PAID BY SELLER WITHIN 30 DAYS FROM RECEIPT OF BUYER'S DOCUMENTED CLAIM,
WHICH SHALL INCLUDE:

     

    
      
        
          	
                  (A).

                	
                  NOR
      OF PERFORMING VESSEL.

                


        

      

    

    
      
        	
                
                  (B).

                

              	
                
                  SOF
      (SIGNED BY MASTER AND, IF POSSIBLE, BY SELLER AND BUYER OR THEIR AGENTS/
      REPRESENTATIVES).

                

              


      

    

    
      
        	
                
                  (C).

                

              	
                
                  EVIDENCE
      OF CHARTERPARTY RATE [OR TIME CHARTER DAILY HIRE PLUS BUNKER
      COSTS].

                

              


      

    

    
      
        	
                
                  (D).

                

              	
                
                  LAYTIME/DEMURRAGE
      CALCULATION.

                

              


      

    

    
      
        	
                
                  (E).

                

              	
                
                  ANY
      OTHER DOCUMENT BUYER CONSIDERS RELEVANT TO THE LAYTIME – DEMURRAGE
      CALCULATION.

                

              


      

    

     

    IN THE
EVENT THAT SELLER FAILS TO PAY WITHIN 30 DAYS, SELLER SHALL PAY INTEREST ON THE
OVERDUE PAYMENT AT THE THE ONE WEEK LIBOR RATE AS QUOTED BY THE ROYAL BANK OF
SCOTLAND ON THE DATE PAYMENT IS DUE PLUS 3 PERCENT UNTIL THE DATE PAYMENT IS
RECEIVED INTO SELLER'S NOMINATED BANK ACCOUNT.

     

    
      16.           PROPERTY/TITLE

    

     

    PROPERTY
IN / TITLE TO THE CARGO DELIVERED HEREUNDER SHALL PASS FROM SELLER TO BUYER WHEN
IT PASSES THE PERMANENT FLANGE CONNECTION OF THE VESSEL'S INTAKE HOSE AT THE
LOADPORT.

     

    
      17.           RISK

    

     

    RISK OF
LOSS, CONTAMINATION OR DAMAGE TO THE CARGO DELIVERED HEREUNDER SHALL PASS FROM
SELLER TO BUYER WHEN IT PASSES THE FLANGE CONNECTION OF THE VESSEL'S INTAKE HOSE
AT THE LOAD PORT.

     

    
      18.           LAW
AND ARBITRATION

    

     

    THIS
AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
ENGLAND, WITHOUT REGARD TO PRINCIPLES OF CHOICE OF LAW.

     

    ANY
DISPUTE WHICH ARISES BETWEEN THE PARTIES OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY QUESTION REGARDING ITS EXISTENCE,
VALIDITY OR TERMINATION, SHALL BE REFERRED TO AND FINALLY RESOLVED BY
ARBITRATION UNDER THE RULES OF THE INTERNATIONAL CHAMBER OF COMMERCE, WHICH
RULES ARE DEEMED TO BE INCORPORATED.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THE PLACE
OF THE ARBITRATION SHALL BE LONDON.  THE LANGUAGE OF THE ARBITRATION
SHALL BE ENGLISH.  THE TRIBUNAL SHALL CONSIST OF THREE ARBITRATORS,
ONE TO BE NOMINATED BY EACH PARTY AND THE THIRD BY THE TWO SO
NOMINATED.

     

    ANY AWARD
RENDERED IN SUCH ARBITRATION SHALL BE FINAL AND BINDING UPON THE PARTIES HERETO
AND JUDGMENT MAY BE ENTERED THEREON OF ANY ORDER OF ENFORCEMENT OBTAINED IN ANY
COURTS HAVING JURISDICTION.

     

    
      19.           CLAIMS

    

     

    IF ANY
CLAIMS ARISE UNDER OR IN CONNECTION WITH THIS CONTRACT, THE CLAIMING PARTY SHALL
NOTIFY THE OTHER PARTY OF ITS CLAIM IN WRITING WITHIN 6 MONTHS FROM THE DATE OF
THE COMPLETION OF LOADING OF EACH SHIPMENT, FAILING WHICH THE CLAIM SHALL BE
DEEMED WAIVED AND ABSOLUTELY BARRED.  THIS CLAUSE SHALL NOT APPLY TO
CLAIMS IN RESPECT OF DEMURRAGE, PORT COSTS, SHIFTING, DEVIATION, FREIGHT
DIFFERENTIAL, HEATING AND/OR AWRP.

     

    
      20.           FORCE
MAJEURE

    

     

    IF EITHER
PARTY IS RENDERED UNABLE TO PERFORM FULLY OR IN PART ANY OBLIGATION UNDER THIS
CONTRACT, EXCEPT IN RELATION TO OBLIGATIONS TO MAKE PAYMENTS DUE UNDER THIS
CONTRACT (INCLUDING DEMURRAGE), THEN TO THE EXTENT THAT SUCH INABILITY ARISES
FROM A CAUSE OR CAUSES BEYOND THAT PARTY'S CONTROL AND UPON SUCH PARTY PROMPTLY
GIVING WRITTEN NOTICE TO THE OTHER PARTY OF SUCH CAUSE(S), NEITHER PARTY SHALL
BE LIABLE TO THE OTHER IN DAMAGES OR OTHERWISE AND THE TIME FOR PERFORMANCE OF
THE AFFECTED OBLIGATION SHALL BE EXTENDED DURING AND FOR THE PERIOD OF INABILITY
SO CAUSED, UP TO A MAXIMUM OF THIRTY (30) CALENDAR DAYS.

     

    SHOULD
SUCH PERIOD OF INABILITY CONTINUE IN EXCESS OF THIRTY (30) CALENDAR DAYS, EITHER
PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS CONTRACT BY WRITTEN NOTICE TO THE
OTHER PARTY, IN WHICH CASE NEITHER PARTY SHALL BE RESPONSIBLE FOR FURTHER
PERFORMANCE NOR LIABLE IN ANY WAY TO EACH OTHER.

     

    SHOULD A
PARTICULAR DELIVERY (OR DELIVERIES) BE CANCELLED DUE TO AN EVENT OF FORCE
MAJEURE, NEITHER SELLER NOR BUYER SHALL BE RELIEVED FROM THEIR OBLIGATIONS UNDER
THIS AGREEMENT IN RESPECT TO FURTHER DELIVERIES NOT AFFECTED BY THE FORCE
MAJEURE.

     

    THE TERM
CAUSE(S) BEYOND THAT PARTY'S CONTROL USED HEREIN SHALL INCLUDE (BUT WITHOUT
LIMITING THE GENERALITY OF SUCH TERM): ACT(S) OF GOD, PERILS OF THE SEA, FIRE,
DELAY OF THE PERFORMING VESSEL ARISING FROM BREAKDOWN OR ADVERSE WEATHER, WAR
(DECLARED OR UNDECLARED), MILITARY OPERATIONS, BLOCKADE, REVOLUTION,
DISTURBANCE, TRADE RESTRICTION, REQUESTS, ORDERS OR ACTIONS OF ANY GOVERNMENT,
OR BY ANY PERSON PURPORTING TO REPRESENT A GOVERNMENT, OR ANY OTHER CAUSE OF A
SIMILAR NATURE AS DESCRIBED HEREIN NOT REASONABLY WITHIN THE CONTROL OF THE
RESPECTIVE PARTIES.

     

    
      21.           LIMITATION
OF LIABILITY

    

     

    NEITHER
THE SELLER NOR THE BUYER SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL
LOSSES OR SPECIAL DAMAGES OF ANY KIND ARISING OUT OF

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    OR IN ANY
WAY CONNECTED WITH THE PERFORMANCE OF OR FAILURE TO PERFORM THIS
AGREEMENT.

     

    
      22.           OTHER
TERMS

    

     

    WHERE NOT
INCONSISTENT WITH THE ABOVE, INCOTERMS 2000 FOR FOB PURCHASES, WITH ALL LATER
AMENDMENTS, SHALL APPLY.

     

    THE
UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL
NOT APPLY TO THIS CONTRACT.

     

    
      23.           ASSIGNABILITY

    

     

    NEITHER
PARTY SHALL ASSIGN THE WHOLE OR ANY PART OF ITS RIGHTS AND OBLIGATIONS HEREUNDER
DIRECTLY OR INDIRECTLY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY

     

    
      24.           THIRD
PARTY RIGHTS

    

     

    NOTHING
IN THIS AGREEMENT SHALL BE CONSIDERED OR CONSTRUED AS CONFERRING ANY RIGHT OR
BENEFIT ON A PERSON NOT A PARTY TO THIS AGREEMENT AND THE PARTIES DO NOT INTEND
THAT ANY TERM OF THIS AGREEMENT SHOULD BE ENFORCEABLE, BY VIRTUE OF THE
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999, BY ANY PERSON WHO IS NOT A PARTY
TO THIS AGREEMENT.

     

    
      25.           WARRANTIES

    

     

    SELLER
WARRANTS THAT IT HAS FULL LEGAL TITLE TO THE PRODUCT, FREE AND CLEAR OF ALL
LIENS, CLAIMS, ENCUMBRANCES AND THAT IT HAS FULL RIGHT AND POWER TO CONVEY SUCH
TITLE TO BUYER.

     

    
      26.           ISPS
COMPLIANCE

    

     

    
      
        
          	
                  1.

                	
                  BUYERS
      SHALL PROCURE THAT THE VESSEL SHALL COMPLY WITH THE REQUIREMENTS OF THE
      INTERNATIONAL CODE FOR THE SECURITY OF SHIPS AND OF PORT FACILITIES AND
      THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND WHERE THE
      LOADING PORT IS WITHIN THE USA AND US TERRITORIES OR WATERS, WITH THE US
      MARITIME TRANSPORTATION SECURITY ACT 2002
  (MTSA),

                


        

      

    

     

    
      
        
          	
                  2.

                	
                  THE
      VESSEL SHALL WHEN REQUIRED SUBMIT A DECLARATION OF SECURITY (DOS) TO THE
      APPROPRIATE AUTHORITIES PRIOR TO ARRIVAL AT THE LOADING
    PORT.

                


        

      

    

     

    
      
        	
                
                  3.

                

              	
                
                  NOTWITHSTANDING
      ANY PRIOR ACCEPTANCE OF VESSEL BY SELLER, IF AT ANY TIME PRIOR TO THE
      PASSING OF RISK AND TITLE THE VESSEL CEASES TO COMPLY WITH THE
      REQUIREMENTS OF THE ISPS CODE OR
MTSA:

                

              


      

    

     

    
      
        
          	
                	
                  A)

                	
                  SELLER
      SHALL HAVE THE RIGHT NOT TO BERTH SUCH NOMINATED VESSEL AND ANY DEMURRAGE
      RESULTING SHALL NOT BE FOR THE ACCOUNT OF THE
  SELLER.

                


        

      

    

     

    
      
        	
              	
                
                  B)

                

              	
                
                  BUYER
      SHALL BE OBLIGED TO SUBSTITUTE SUCH NOMINATED VESSEL WITH A VESSEL
      COMPLYING WITH THE REQUIREMENTS OF THE ISPS CODE AND
      MTSA.

                

              


      

    

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      
        
          
            	
                    4. 

                  	A)	
                    SELLERS
      SHALL PROCURE THAT THE LOADING PORT/TERMINAL/INSTALLATION SHALL COMPLY
      WITH THE REQUIREMENTS OF THE INTERNATIONAL CODE FOR THE SECURITY OF SHIPS
      AND OF PORT FACILITIES AND THE RELEVANT AMENDMENTS TO CHAPTER XI
      OF
      SOLAS (ISPS CODE) AND IF LOCATED WITHIN THE USA AND US TERRITORIES, WITH
      THE US MARITIME TRANSPORTATION SECURITY ACT 2002
  (MTSA)

                  


          

        

      

    

     

    
      
        
          	
                	
                  B)

                	
                  ANY
      COSTS OR EXPENSES IN RESPECT OF THE VESSEL INCLUDING DEMURRAGE OR ANY
      ADDITIONAL CHARGE, FEE OR DUTY LEVIED ON THE VESSEL AT THE LOADING PORT
      AND ACTUALLY INCURRED BY BUYER RESULTING DIRECTLY FROM THE FAILURE OF THE
      LOADING PORT/TERMINAL/INSTALLATION TO COMPLY WITH THE ISPS CODE AND IF
      LOCATED WITHIN THE USA AND US TERRITORIES, WITH THE MTSA, SHALL BE FOR THE
      ACCOUNT OF THE SELLER, INCLUDING BUT NOT LIMITED TO THE TIME REQUIRED OR
      COSTS INCURRED BY THE VESSEL IN TAKING ANY ACTION OR ANY SPECIAL OR
      ADDITIONAL SECURITY MEASURES REQUIRED BY THE ISPS CODE OR
    MTSA

                


        

      

    

     

    
      
        
          	
                  5. 

                	
                  SAVE
      WHERE THE VESSEL HAS FAILED TO COMPLY WITH THE REQUIREMENTS OF THE
      INTERNATIONAL CODE FOR THE SECURITY OF SHIPS AND OF PORT FACILITIES AND
      THE RELEVANT AMENDMENTS TO CHAPTER XI OF SOLAS (ISPS CODE) AND WITHIN THE
      USA AND US TERRITORIES OR WATERS, WITH THE US MARITIME TRANSPORTATION
      SECURITY ACT 2002 (MTSA), THE SELLER SHALL BE RESPONSIBLE FOR ANY
      DEMURRAGE ACTUALLY INCURRED BY THE BUYER ARISING FROM DELAY TO THE VESSEL
      AT THE LOADING PORT RESULTING DIRECTLY FROM THE VESSEL BEING REQUIRED BY
      THE PORT FACILITY OR ANY RELEVANT AUTHORITY TO TAKE ANY ACTION OR ANY
      SPECIAL OR ADDITIONAL SECURITY MEASURES OR UNDERGO ADDITIONAL INSPECTIONS
      BY VIRTUE OF THE VESSELS PREVIOUS PORTS OF
CALL.

                


        

      

    

     

    
      
        	
                
                  6. 

                

              	
                
                  THE
      SELLER'S LIABILITY TO THE BUYER UNDER THIS AGREEMENT FOR ANY COSTS, LOSSES
      OR EXPENSES INCURRED BY THE VESSEL, THE CHARTERERS OR THE VESSEL OWNERS
      RESULTING FROM THE FAILURE OF THE LOADING PORT/TERMINAL/INSTALLATION TO
      COMPLY WITH THE ISPS CODE OR MTSA SHALL BE LIMITED TO THE PAYMENT OF
      DEMURRAGE AND COSTS ACTUALLY INCURRED BY THE BUYER IN ACCORDANCE WITH THE
      PROVISIONS OF THIS
CLAUSE.

                

              


      

    

     

    
      27.           NOTIFICATIONS

    

     

    ANY
CONTRACTUAL, OPERATIONAL FINANCIAL, OR PRICING NOTIFICATIONS FROM SELLER TO
BUYER TO BE MADE TO THE FOLLOWING CONTACTS:-

     

    BUYER

     

    CONTRACTS:

     

    
      	
              LUCY
      CLARK-WARD

              ALANA
      THOMPSON

            	
              TEL:            +44-207-170-7968

              TEL:            +44-207
      173 2287

              FAX:           +44-207
      170 7818

              TLX:            921187

              EMAIL:       CONTRACTADMINISTRATIONS@TRAFIGURA.COM

            


    

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    OPERATIONAL
CONTACTS:

     

    
      	
              ANNE
      DUBOIL

            	
              TEL:            +41-22-594
      6926

              FAX:           +41-22-598-6901

              EMAIL:       BIODESELOPERATIONS@TRAFIGURA.COM

            


    

    FINANCIAL
CONTACT:

     

    
      	
              AMANDA
      YOUNG

            	
              TEL:            +44-207-009-1698

              FAX:           +44-207-170-7816

            


    

    PRICING
NOTIFICATIONS:

     

    
      	
              E-MAIL:

            	
              PRICINGDECLARATIONSDISTILLATES@TRAFIGURA.COM

            


    

    


     

    SELLER

     

    SALES, TRADING & OVERALL
SERVICE RESPONSIBILITY

     

    
      
        	
                R
      VASUTHEWAN

              	
                TEL:            +49-170-221
      7676

                EMAIL:      VASU@MISSIONNEWENERGY.COM

              
	 	 


      

    

    FINANCIAL
& CONTRACT ADMINISTRATION

    
      	
              NATHAN
      MAHALINGAM

            	
              (FINANCIAL)
      TEL: +6-03-7960 8770

              FAX:            +6-03-7960
      8771

              EMAIL:        NATHAN@MISSIONNEWENERGY.COM

            


    

    


     

    OPERATIONS
AND LOGISTICS

     

    
      	
              T
      VENTHAN

            	
              TEL:            +6-03-7960
      8770

              FAX:           +6-03-7960
      8771

              EMAIL:       VENTHAN@MISSIONNEWENERGY.COM

            


    

    


     

    ALL
NOTICES AND COMMUNICATIONS FROM EITHER PARTY ARISING OUT OF OR IN CONNECTION
WITH THIS CONTRACT MUST BE RECEIVED BY THE OTHER PARTY WITHIN OFFICE HOURS (0830
TO 1730) IN THE RELEVANT TIME ZONE AND SENT IN ACCORDANCE WITH THE NOTIFICATIONS
PROVISIONS HEREIN.  ANY NOTICE OR COMMUNICATION ADDRESSED TO SOMEONE
OTHER THAN THE REPRESENTATIVE(S) NAMED HEREIN SHALL BE DEEMED TO HAVE NOT BEEN
RECEIVED AND SHALL HAVE NO LEGAL OR CONTRACTUAL FORCE OR EFFECT.  ANY
NOTICE OR COMMUNICATIONS RECEIVED OUTSIDE OF OFFICE HOURS (AS DESCRIBED ABOVE)
SHALL BE DEEMED TO HAVE BEEN RECEIVED ON THE NEXT WORKING DAY.

     

    
      28.           ENTIRE
AGREEMENT

    

     

    THIS
CONTRACT CONTAINS THE ENTIRE AGREEMENT OF BOTH PARTIES AND IT CANNOT BE MODIFIED
UNLESS IN WRITING.

     

    
      29.           CONFIRMATION

    

     

    TRAFIGURA
BEHEER B.V. AMSTERDAM, BRANCH OFFICE LUCERNE, IS THE PURCHASING PARTY IN THIS
TRANSACTION, AND TRAFIGURA'S CONTRACT WILL GOVERN THE TERMS OF THIS
TRANSACTION.  IF ANY OF THE ABOVE IS CONTRARY TO YOUR UNDERSTANDING OF
THE AGREEMENT, PLEASE RESPOND IMMEDIATELY VIA

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    TELEX/FAX
WITH YOUR SPECIFIC POINTS OF DISAGREEMENT (NOT A FULL CONTRACT).  IN
THE EVENT THAT NO SUCH NOTIFICATION IS RECEIVED BY US IN THE NEXT 72 HOURS,
FOLLOWING THE DATE / TIME OF THIS CONTRACT, THE PROVISIONS SET FORTH IN THIS
CONTRACT SHALL BE BINDING UPON BOTH PARTIES WITHOUT MODIFICATION OR
SUBSTITUTION.

     

    IN
WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THEIR DULY AUTHORISED
REPRESENTATIVES TO EXECUTE THIS AGREEMENT AS OF 1ST  DECEMBER 2008.

     

    


     

    MISSION
BIOTECHNOLOGIES SDN BHD

     

    BY:                      /s/
Nathan Mahalingam

     

    NAME:               Nathan
Mahalingam, Group Managing Director

     

    DATE:                 January
30, 2009

     

    


     

    TRAFIGURA
BEHEER B.V. AMSTERDAM, BRANCH OFFICE LUCERNE

     

    BY:                      
/s/ S.
Luedin                                                                /s/
Marco Schumacher

     

    NAME:                S.
Luedin, Finance
Manager                                     Marco
Schumacher

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    ATTACHMENT
A

     

    TO:

    ATTN: L/C
DEPARTMENT.

     

    FROM:

     

    DATE:

     

    PLEASE
ISSUE, THE FOLLOWING IRREVOCABLE STAND-BY LETTER OF CREDIT TO:

     

    TO:

     

    


     

    QUOTE

    


    WE
xxxxxxxxxxx BRANCH HEREBY OPENS OUR IRREVOCABLE STANDBY LETTER OF CREDIT
NO.

     

    IN FAVOUR
OF:

     

    


     

    


     

    


     

    BY THE
ORDER OF:

     

    


     

    THIS
LETTER OF CREDIT IS AVAILABLE FOR PAYMENT AT SIGHT AT OUR COUNTERS IN xxxxxxx
FOR AN AMOUNT OF UP TO AN AGGREGATE OF
US$                  
(UNITED STATES DOLLARS in words) AGAINST PRESENTATION OF THE FOLLOWING
DOCUMENTS:

     

    A) STATEMENT
SIGNED BY AN AUTHORISED OFFICER OF xxxxxxxxx CERTIFYING THAT THE AMOUNT BEING
DRAWN UNDER THE PRESENT STANDBY L/C IS OVERDUE AND REPRESENTING THE NET AMOUNT
DUE BY xxxxxxxxxxxx TO xxxxxxxxxxxxxxxxxx

     

    B) COPY OF
TELEX INVOICE(S) SHOWING ACTUAL SETTLEMENT AMOUNT OR MARKED TO MARKET EXPOSURE
CALCULATION STATEMENT.

     

    COVERING:   TERM
CONTRACT xxxxxxxxxxx BETWEEN xxxxxxxxxxxxxxxx AND xxxxxxxxxxxxxxxx

     

    EXPIRY
DATE:

    SPECIAL
CONDITIONS:

     

    
      	
              1)  

            	
              PARTIAL
      AND MULTIPLE DRAWINGS ARE
PERMITTED.

            


    

     

    
      	
              2)  

            	
              ALL
      COMMISSIONS, EXPENSES AND CHARGES OF THE ISSUING BANK ARE FOR APPLICANT'S
      ACCOUNT.  ALL ADVISING BANK CHARGES, IF ANY, ARE FOR
      BENEFICIARY'S ACCOUNT.

            


    

     

    
      	
              3)  

            	
              PRESENTATION
      OF COPY OR FAX COPY DOCUMENTS
ACCEPTABLE.

            


    

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              4)  

            	
              DOCUMENT
      BEARING TYPOGRAPHICAL OR SPELLING ERRORS ARE NOT TO BE CONSIDERED AS
      DISCREPANT EXCEPT FOR AMOUNTS, QUANTITIES AND
  DATES

            


    

     

    THIS
LETTER OF CREDIT WILL BE REDUCED BY ANY PAYMENTS EFFECTED BY xxxxxxxxxx IN
FAVOUR OF xxxxxxxxxxxxxx BEARING REFERENCE TO THIS LETTER OF CREDIT
NUMBER.

     

    PAYMENT
CLAUSE:

    WE HEREBY
ENGAGE WITH THE BENEFICIARY THAT DOCUMENTS DRAWN UNDER AND IN COMPLIANCE WITH
THE TERMS OF THIS LETTER OF CREDIT WILL BE HONOURED UPON PRESENTATION AS
SPECIFIED.

     

    UNLESS
OTHER WISE SPECIFIED, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS.  REVISION 2007,
PUBLICATION NO. 600 OF THE ICC.  THIS TELEX IS THE OPERATIVE
INSTRUMENT AND NO WRITTEN CONFIRMATION WILL FOLLOW.

     

    UNQUOTE

     

      -----

     

    AUTHORISED
SIGNATORIES

    FOR AND
ON BEHALF OF

     

    


     

    TRAFIGURA BEHEER B.V. AMSTERDAM, BRANCH
OFFICE LUCERNE

     

    /s/ S.
Luedin                                                                /s/
Marco Schumacher

     

    S. Luedin, Finance
Manager                                     Marco
Schumacher