Unassociated Document


    Exhibit
10.14

     

    


     

    LONG TERM SUPPLY
CONTRACT

     

    This
contract is made on the 22nd day of
February, 2006 between CARGILL
PALM PRODUCTS SDN BHD, herewith referred to as "Seller"; and MISSION BIOTECHNOLOGIES SDN
BHD as "Buyer" for the Commodity defined below under the following terms
and conditions.

     

    
      
        
          	
                  1

                	
                  Commodity

                	
                  1) Malaysian
      Crude Unbleached Palm Oil in bulk

                          AND/OR

                  2) Refined
      Bleached Deodorized Palm Oil

                   

                
	
                  2

                	
                  Specifications

                	
                  Crude
      Unbleached Palm Oil

                   

                
	
                  FFA
      (Free Fatty Acids)

                	
                  5.00%
      Maximum

                
	
                  Water

                	
                  0.50%
      Maximum

                
	
                  Phosphorus

                	
                  20
      ppm max

                
	
                  Sulphur

                	
                  13
      ppm max

                
	
                  Iodine
      Value (IV)

                	
                  120
      max

                
	
                  Waxes

                	
                  10
      ppm max

                
	
                  Solids
      Content

                	
                  0.50%
      max

                
	
                  Unsaponifiables

                	
                  2%
      max

                
	
                  State

                	
                  Liquid
      > 50 deg C

                
	
                   

                  Refined
      Bleached Deodorized Palm Oil

                
	
                  Moisture
      & Volatiles

                	
                  0.05%
      max

                
	
                  Acidity

                	
                  0.50%
      max

                
	
                  Phosphorus

                	
                  2
      ppm max

                
	
                  Soap

                	
                  50
      ppm max

                
	
                  Unsaponifiables

                	
                  1
      ppm max

                
	
                  3

                	
                  Weight
      and Quality

                	
                  Net
      weight and quality final at Buyer's Site

                
	
                  4

                	
                  Destination

                	
                  Delivered
      to Buyer's Site in Kuantan Port.  Delivery point shall be the
      Junction Point, (i.e, the flange joining the Seller's delivery pipeline
      and the Buyer's pipeline at Kuantan Port, Malaysia), OR by road tankers to
      the Buyer's facility, at the Seller's option, whichever is more
      appropriate at that instance.

                
	
                  5

                	
                  Quantity

                	
                  Up
      to 100,000 MT per annum of CPO and/or RBDPO i.e, up to 8500
    to

                


        

      

    


    
      
        
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                  10000
      tonnes per month.  Not later than 90 days prior to the
      commencement of the first delivery hereunder and 90 days prior to the
      beginning of each subsequent year, the Buyer and Seller shall mutually
      agree to minimum and maximum annual quantities to be supplied by the
      Seller and purchased by the Buyer for each such year.  Provided,
      however, that the Parties recognize that quantities during the first six
      months of the contract period during and after the initial commissioning
      of the Buyer's plant can be significantly less than the above stated
      limits.  The quantities shall be subject to the production
      capacity of the Seller's Kuantan plant.

                   

                  Provided
      further that, 60 days prior to any delivery month, Buyer and Seller shall
      agree upon the quantity to be delivered during the delivery month and the
      Seller shall supply and Buyer shall buy such agreed Monthly Delivery
      Quantities.  The actual monthly delivery quantities shall be
      within the industry tolerance of plus/minus 2 % of the agreed Monthly
      Delivery Quantity as per the Domestic PORAM contracts that is currently
      practiced in the palm industry in Malaysia.

                   

                  Any
      additional or reduction in quantity from the above quantity will have to
      be mutually agreed upon by both parties at least 1 (one) week prior to the
      commencement of the delivery month.  Damages for breach of
      contract shall be payable for any shortfall below the committed quantity
      as per the Domestic PORAM contracts that is currently practiced in the
      palm industry in Malaysia.

                
	6	
                  Period

                	For
      a period up to the end of five years from the start of commercial
      production of Buyer's facility but no later than up to December 30, 2012
      and extendable thereafter subject to mutual agreement between
      parties.
	
                  7

                	
                  Delivery

                	
                  Seller
      to deliver proportionally the agreed Monthly Delivery Quantity for the
      respective delivery month on a weekly basis.  Failure by the
      Buyer to accept or the Seller to deliver on the agreed deliveries is
      thereby subject to Penalties as set out in item 11.  Buyer will
      endeavour to assist in the delivery and OR pipeline transfer if and when
      the need arises.

                
	
                  8

                	
                  Pricing

                	
                  Base price: The price
      will be based on the MPOB Peninsula Malaysia Weighted Average PLUS a
      premium of RM10 for Crude Palm Oil and PLUS a premium of RM15 for the
      Refined Bleached and Deodorized Palm Oil local delivered price for the
      respective delivery month.

                   

                  As
      soon as the current month's MPOB average pricing is released by MPOB, both
      parties will have to settle the difference between the provisional and the
      contracted price within 7 (seven) working days.

                
	
                  9

                	
                  Payment

                	
                  Payment
      shall be made in advance before commencement of the
      deliveries.  The advance payment shall be made in lots of 2000
      mt which is approximately the runrate for one week

                
	
                  10

                	
                  Cancellation of agreed
      quantities for any
      given month

                	
                  Buyer/Seller
      reserves the right to mutually agree to cancel any outstanding agreed
      quantities for any given month.  Notice must be given both
      verbally and by fax or email at least 10 days notice in advance if the
      need arises.  Such quantities will then be carried over to the
      following month(s) as mutually agreed between parties and on reasonable
      basis..

                
	
                  11

                	
                  Penalty

                	
                  Penalties
      for delay in delivery by Seller or acceptance by Buyer shall be in
      accordance with the terms and conditions as set out in the Contract 1
      –

                


        

      

    


    
      
        
          
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                  Domestic
      Contact for Malaysia Crude Unbleached Palm Oil in Bulk (clause no. 5,
      effective 1st
      July, 2004) under the Palm Oil Refiners Association of Malaysia (PORAM)
      Handbook

                
	12 	Others 	All
      terms and conditions as set out in this contract are strictly to be
      adhered to by both parties. Other terms and conditions not specified in
      this contract shall be referred to and governed by the domestic contract
      for Malaysian crude unbleached palm oil & The Processed Palm Contracts
      in bulk issued jointly by the Palm Oil Refiners Association of Malaysia
      (PORAM) and the Malaysian Palm Oil Association (MPOA) dated 1st July 2004.
      
	
                  13

                	
                  Conditions
      Precedent

                	
                  (i) Buyer's
      obligation to purchase and Seller's obligation to sell under this contract
      shall be subject to the completion of financing of Buyer's proposed
      project at Kuantan no later than June 30, 2006; and

                   

                  (ii) any
      changes in the future in either government policies, market forces or the
      status of either of the parties in relation to the palm oil or biodiesel
      industry which materially affects either party's ability to continue with
      the sale and purchase of the Commodity under this Contract.

                   

                
	
                  14

                	
                  Governing
      Law

                	
                  Laws
      of Malaysia

                
	
                  15

                	
                  Arbitration

                	
                  Any
      dispute, differences, controversy or claim arising out of or relating to
      this Agreement, or the breach, termination or invalidity thereof shall be
      decided by arbitration in accordance with the Rules of Arbitration at
      Kuala Lumpur Regional Centre for Arbitration in force at such
      time

                
	
                  16

                	
                  Effective
      Date

                	
                  The
      contract will be effective upon execution by both
  parties.

                


        

      

    

    


     


    
      
        
          
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    IN
WITNESS WHEREOF the respective parties hereto have hereunto set their
hands.

     

    


    

      
        
          	 
      	
                  /s/ M S Nathan

                	
                  /s/ Subramany
  Balakrishnan

                
	 
      	 
      	 
      
	
                  Name:

                	
                  M S
      Nathan

                	
                  Mr.
      Subramany Balakrishnan

                
	
                  Company:

                	
                  Mission
      Technologies Sdn Bhd

                	
                  Cargill
      Palm Products Sdn Bhd

                
	
                  Title:

                	
                  Managing
      Director

                	 
      


        

      

    

     

    
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