EXHIBIT 1

Case 1:07-cv-03353-JSR Document 8-2 Filed 05/15/2007 Page 1 of 8
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National BfoFuels

Houston, Texas 77056

Phone: 713. 353.7060

FAX: 713.993.0076

CONMRMATION LETTER

? The infoiraatioii is intended only for the use of the

individual or entity named belo^. If ypij are not the intended redpientj you are hereby

notified (hat any disclosure, edpytnjg, dtetributiott,, or f aMog of any action in reEance on the

osptenfe of tMs infoijnatidtt is strictly JapoMbited. if you have received this transmission fa

error, please HKfiediately notify ins by telefshoiie to arrange for return of the documents,

Date: Dec^abfer 1 6, 2005

Buyer: Hoyal Caribbean Cntises LTD, C*ROL?'}

Seller: National Bio&els, L,P. ("NBF')

Hie purpose of flits CoritaaatJCM is to cofifiim (he terms and conditioiiis of tiie purchase

and sale of Biodiesel iftpeed ift)0» by Siiyer and Seilfer for the Term of Ms Ooflfract

specified b^low. This Ganfinsatiefl is bdn^; provided pursuant to, in accordance with, and

is sctoj^ct tot the provimons iadudfed in the *1§ase Contract for the Piffchase and Sale of

Btodiesel" (''Base Contract"). In the event of conflict between the terms of this

Confirmation a»4 the Ba®e Contract, Ae temis of this Confiitnation shall jjievaiL A signed

Confirmation. toges<h«r with the Base Contract shall constitute the

W« confirm th« foUowteg terms of tmr Transaction:

No greater -tha# 99*9% m volumevqf A^i-biodiesel -ftat meets

ASTM 675 1

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Case 1:07-cv-03353-JSR Document 8-2 Filed 05/15/2007 Page 2 of 8
National 2 of 15

Sendee), Seller shall not seek compensation from Buyer for such

loss with respect to Product previously sold to Buyer hereunder. In

addition, Seller shall indemnity and hold Buyer harmless against all

loss, damage and expense arising from any Claims that may be made

against Buyer by the fotemal Revenue Service or other third party in

the event of any disallowance or similar adverse ruling ®r

deterniination with respect to the ability of Seller to claim the tax

credit for Product previously sold to Buyer hereunder.

Annual Cojajnltittent'MontJily Quantity:

Location;

Delivery Point:

For each calendar year ibr the Term hereof, Buyer commits to

purchase the minimum Annual Quantities set forth in Exhibit 2 and

Seller commits to sell the miflimuai Annual Quantities set forth in

Exhibit 2. In the event that either party fails to meet the Annual

minimum quantities in any year (the 'TSfon-PerformtogParty*^, such

party shall compensate .the performing party with respect to such

shortfall in accordance with the provisions of Section 3 in lie Base

Contract

Exhibit 3 sets forth the estimated Monthly Quantities mat Buyer

expects to purchase during the f eon hereof, fe the event that Buyer

fails to purchase the specified aininium Monraly Quantities, Buyer

will seek to make up nay- shortfall in fee subsequent month

("Monthly Shortfall"}; however, Seller acknowledges that 'Bayer

shall not'ba liable for easy Moitthly ShortMl or for any fititee to

make up for fce Monthly Shortfall to the extent that the Monthly

Shortfall, is 2000 MT or less. In the event mat fiie Monthly Shortfall

exceeds 2000 MT for any month, Buyer shall compensate Seller for

me Monthly Shortfell in excess of 20bo=MT in fceordance with

Section 3 of the Base Contract. Any such excels for Whieti Buyer

compensates Seller shall be treated as purchased Product for

purposes of calculating Buyer's required annual commitment ,

To assist Seller in projecting Buyer's Moiiftdy Quantity for Product,

Buyer shall provide Seller by the tenth day of each month during me

Term hereof wifh a list of the monthly quantities that it expects to

purchase for the then remaining months of the Term. Buyer's current

Monthly Quantity is set forth in Exhibit 3.

Berth 70-71, or road tack (at Buyer's option) at Westway Terminal

Company* Signal St., SatrPedro, GA 90733-0790, Buyer shall be

allowed- to take up to 12 track deliveries in any calendar year fwMh

reasonable-notice provided to Seller), Seller .shall use reasonable

efforts to accommodate additional truck deliveries.

Buyer to receive at Location llstel above at the inlet flange to vessel,

barge or truck, as the ease may be.

•National Ei Fuels CONFIDENTIAL

Case 1:07-cv-03353-JSR Document 8-2 Filed 05/15/2007 Page 3 of 8
National BioPuefs/Pammount Petroleum Agreement 3 of 16

Payment:

Payment Terms:

Cancellation:

Wire Transfer to;

Scheduling:

Buyer mil pay the Biodiesel Price multiplied by the number of

gallons received at the Location. The quantity shipped mil 1>e

verified by independent inspectors.

Payment is based on FOB Location and is due 5 days from receipt of

original invoice. Payment will be made via Fed Wire Transfer to a

US-based financial institution.

Buyer has the option to cancel Contract without liability if (i) Seller

Mis to ddtver Product that does not meet ASTM 6751 specifications

(ineluditig situations involving the presence metal contaminants in

the Product) or (ii) ifihe Product adversely affects in a material

manner (ieteanijwK from either an operational or economic

perspective) the opeiatiort of the vessel engines of the Buyer (e;g.,,

creates filter problems, clogging pi»blems or combustion problems).

Prior to canceling this Contfaet in accordance with the preceding

sentence, Buyer Will notify Seller in witmg of the situation and also

provide a detailed description of the problem occumng with the fbel

speetficaiiGfls ©fthe vessel enjpnes, as the ease may be ("Buyer's

Notification") and both parties will seek to rectify the situation.

Should the situation aot be resolved to Buyer's satisfaction within

three months of Seller's receipt of Buyer's Notification, Buyer may

elect at its option to cancel the Contract.

Bank: JP Morgan Chase

ABA: 113000009

Acct 00W3435433

For fin-flier credit to: National Biofoels LP

Buyer'

Seller

30S.982.2706

715,454,7060

Special fttrrfsioitst (as required)

TO AND ACCEPTED BY:

CARffiBEAf CK.U1SES LTD.

5120 Woodway Dr #10010

Houston, Texas 77Q56

Phone: 713.353.4746

Fax: 713.4&2617

Bv:~

Name: Gerirdo Manalac

Title: Chairman

Address,*.

City, St, Zip:

Phone:

Fax

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Name:

Title: L€.<5> v

National CONFIDENTIAL

Case 1:07-cv-03353-JSR Document 8-2 Filed 05/15/2007 Page 4 of 8
National BioFuete/Pararriourrf Petroleum Agreement 4 of 15

BASE CONTRACT FOR THE PURCHASE AND SALE OF BIOMESEL ("BASE

CONTRACT")

1. DEFINITIONS:

A. "Business Day" shall mean any day other than Saturday, Sunday or a public holiday in the State of

Texas or &e United States of America,

b. "Contract" shall mean this Base Contract and the terras and conditions of any Confirmation Letter

accepted by Buyer with respect to this Base Contract

e. "Contract Pttee" shall tneaa the amount expressed in U.S. Doltes per gallon to be paid by Buyer to

Seller for the purchase of Product as agreed to by the parties in a transaction.

d "Contract Quantity* shall mean the ^uaafity of Product to be delivered ss^d tsfcen as agreed to by the

parties in a transaction,

e. "Cover Standard", as referred to in Section 3, shall mean that if there is an iinexcased failure to take or

deliver any quantity of Product pursuant to this Contract, then the performing party shM use

cOfflnjensMly reajoisaole efforts &* © if Buyer is the^etforrning party, obtain Product, (or an alternate

product if eteet«4!by Boyw «ft4 «pli«n!3itt*M4aei is not aiaiilabk), «r (ij) if Seller te ihe fserfortoiag

party, ggi& Product, In either'ease>- at a pdce reasonable for the ddiraty or production area, as

applicable, cousittsmt with: (he wnottnt of notice provided1 by the-uonperforteing party; the iaimediacy

of the Bwyer's Preduct coBsrassptton u^ds or Seller's Product sales requJreioeiits, as applicable; the

quantities in^'olved; and the anticipated lengft of ftilwre by the nonperfortaing party,

£ "Day" shall mean a consecutive twenty-foiar {24) hour period commencing at 00:00 hours Central

Time and ending at 23:59:59 homs Central Time,

"Green Tjigs" BJ&WS (i) toy m4 all cngditt, benefitt, cettific«t||, 6r ajtektr kt^rwneBfcs or

isswaj, reoogafeed, crested or «rtor»ed {or the .noo-eraeisgy atttSnites wMcli are associated v^sk or

derhwd from the ute-of PMCteet w a &ef fer energy g ewar»tioa or trans|x>rtsti0R fa coatosl to fbe use

ofcofi],i:U(£c^wctitoft>8sflJ«^

benefits, eertifiaat^s, or simitar instaisaeats or rights issued, recognized, crated or auiorized BHder

private oonjiacfe or soy statnie, ftgirialioH, orfer or regulatory or 'gsJvernmeiJtol program, or volpntstiy

pragraro &F rwewable wsergy ot gresri pricing or any other renewable eaergy mandate or objective

whicii resdt pr arise &om ear are gttfibateble to the use of Product for ratetgy getteration. or

transportatiori fed or are sssocj^ed wMtP'roduct beasg » "grMp" or tsaewrfjle fbel.

"Product" afao designated as

 ilBiodiesel" or "Blender B99.9", msajis a fad comprised of mono-aHyl

cstets of toag dais flfflsy acids deri'rod ftom wgetabb oils or atsioaal fyss that, fer the Agri-biodiesel

component of fee Rroduct, meets tte requiwaients of the American Society for Testing and -Materials

Jatematjoaal |ASTM) s^jteificadon fisr ASTM D6751 -03 or other speeificatiott apeed «pon by both

Parties,

"MoH.ii" dial! mean <he jp*rioi tjegionitig ott fbc 6rtt Pay of the calendar month and ending

immediately prior to tife commencement of the fiist Day of Ae next cstleadar mouth.

shall mean the quasatity of Product to %6 de&iwed auJ, te&en as agreed to by the parties fa a

ten&aetion for a given calendar ysar.

fc. "Payment Date* shall mean a date, as indicated OR fife Base ConbaPt, <» or before -e4iich payment is

due Seller for Product receives fey Buyer in the previous Month,

2. TITLE: Tifl« to fteProdabt shall pass from Seller to Buyer at the Delivery poiat(s). TMe to fee Product

diall include any Green Tags associated with the Ptujduct Seller shall have responsibility for and assume

say liafeiU^ wife respect to Ihe PrD*jct prior to Its delivery to Bityer n the ;q»c|fic4 Dcllviay Pofat(s).

Buyer shall have KssponsiMilty' for and «ny HabiUty with, respft^ to said Product after its delivery to

Buyer at the Delivery Point(s). Seller warrants that it will have the right to cenvey and mil transfer gtood

aad roerchantable tide to all Proebet sold hereais&et aad delivered fey it to Buyer, free aad ctear of all

Bens, encuinbrattefts, and claims. EXCEPT AS PROVIDED IN THIS SECTION 2 AND IN SECTION

20,h, ALL OTHER WARRANTIES, EJffRESS OR IMPUED, mCLUDING ANY WARRANTY OF

MHRCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED.

National H

Case 1:07-cv-03353-JSR Document 8-2 Filed 05/15/2007 Page 5 of 8
Nationgtf BioFuels/Paramount Petroleum Agreement Softs

Seller agrees to indemnify Bwyer aad save it harroless from all losses, liabilities or claims including

reasonable attorneys' fees and costs of cowt ("Claims"), from any and all persons, arising from or out of

claims of tide, personal injury or property damage from said Product or other charges thereon which

attach before title passes to Buyer, Bayer agrees to indemnify Seller and save it harmless from all

Claims, from any and all persons, arisiag from or out of claims regarding payment, personal injury or

property damage from said Product or other charges thereon which attach after title passes to Buyer.

Notwithstanding the other provisions of 'Ads Section 2, as between Seller and Buyer, Seller will he KaJWe

for all Claims to the extent that such arise from the failure of t*roduet delivered by Setter to meet fi«

quality requfreraeats t>f Section 6, provided, ihat Seller's aiaxantua liability for such Claims shall be no

greater iban the product of the Contciet Price nwMplied fcy the quantify of Product faffing to meet tiis

quality requirements of Section 6,

3. PERFORMANCE QBUGATIQNS: Seller agrees to sdl aiKi deliver, and Buyer agrees to receive and

purchase, the Contract Quantity for s particular transaction in accordance with the terms of the Cemttaet

The sole and exclusive remedy of the parties in ihe event of a breach of so obligation to deliver or

receive Product shall be recovery of the following: (j[) fat the event of a breach by Seller on any Day(s),

payment by Seller to Buyer in aa amaumt equal to the positive diSerenrais, if nay, between the purchase

price paid by Buyer utilizing the Cover Standard and the Contract Price, adJHStaj for commercially

reasonable differences in transportation costs to or from the Delivery Points) and additional storage

costs incurred in a commercially reasonable manner, multiplied by the difference between the amount

that Seller was otherwise obligated to deEver oader the Contract for such Dajfs) and the qaaatiJy of

Product actually delivered by Seller far such Day(s); or <n> in the event of a breach by Buyer on any

Day(s), payment by Bayer to Seller in the amount equal to the positive difference, if any, between the

Contract Price aad die price received by Seller utilizing the Cover Standard for the restate of soeh

Product, adjusted for cafflffififcMly teasoaabk differences ia traa^jorfatktti costs to or frotn the Dettvtty

Points) and additional storage costs incurred, in a oommweially reasonable manner, .multiplied by the

difference between the amoin$ that Bayer -was otherwise obligated to pnrCibase wider the Contract and

the quantity of Product -aetually taken toy Bayer for mA Da&<s}» TM amount of saeb- aaft

lijflference shsH' be payable five BBsJw» Days after presentation gt-fife B^forjoamg pftfy'*

which shall set fortb tibe basis apon which aitfb aascnajt was caloitetfi. JI0twiflistanJittg

ocrntfaiy herein AefflranMOT MibiUi^ of ^^

diflbfence shall be no greater ihaa the prsdoet «f.,(a) tibfe Coatract Prtc& miiiiiplSedbyCbJttedM&rfeace

between (1) the amount that Seller was o$ierwi§e obligated to deliver under fbs Contract for sash Oay'(s

&a& (2) the quaatit)' of Product acttally Delivered by Setter, in fee case of clause (i) abow,

of Product acroslly ttten by Buyer, in tius cas« of elans*

4, ASSIGNMENT OF COSTS: Seller agrees to airai^e transportation and/or storage as accessary to tefee

receipt of the Quantity at the Location. Buyer wilFbe responsible for all costs aad atrang eoients to

purchase and provide Traasjjort of Product from the Deliwry Point. Seller will be responsible for all

costs and arrangements to purchase and provide Transport of Product to &e Deltwry Point

5. iNSPSCTGN AND I^^URBME^

Contact wffl be aocoiapMshed by Seller osing dfter gauging or taster readings of stewe taidcs, d*liveay

vessels, bar^, or pipelines. All measuremjentsnd gauging irader to Ap^eeBBntwillbeBMuaeiR

accordance with th& latest appreved meiiods of the AraetKenPetroteBm Institute f*APF) at tbe time

Such niBa«ursmenls are jaade aad in the absence of such approved tneJhods, in accordance wilh those of

the American Society of testing and Materials. All volume of delivered Product will be corrected for

temperature 60 degrees Fahrenheit in accordance with the latest API votone octrreetionfectorsforsach

Prodpct Selfer ' s measurement of the qaantky of Product delivered will be conclusive, absent manifest

error. Buyer roayfaavs a representative present to observe the measurement of the volume of the ftodnet

delivered. At each Product delivery, Setter shall collect three Samptes of the Pratoct fiorn the ia-Iine

delivery equipment and 'Sigm seal and label the retained samples. Buyer si&y have a representative

present at the time of sampling. Seller will provide one sample to Buyer and will provide one sample to

an independent reference laboratory.

4. CERTIFICATION OF ASTM 6751: Seller shall certify that the lot of the Agri-biocfeel component of

the Product delivered to the Bayer meets ASTM 6751 steffldaub for biodiml by providing tbc results, st

Bayer's request, from an independent reference laboratory of the lot of the Agri-biodiesd component

National Bi Fuels CONFIDENTIAL

Case 1:07-cv-03353-JSR Document 8-2 Filed 05/15/2007 Page 6 of 8
National BfoFuete/Paramount Pefrbfeum Agreement 6 of IS

Product delivered to the Buyer,

?. DELIVERIES: Deliveries shall be made at $uch tiroes a? may be required by tile receiving party,

provided that reasonable advance notice of each delivery required has been given Buyer. At (be time of

giving such notice, Buyer shall famish Seller necessary shipping instructions Seller shall prepare and

furnish the receiving party with copies of bills of lading awl other shipping papers,

8. TAXES: Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed

by any government authority ("Taxes") on or with respect to Product prior to tbe Delivery Point(s) and

all Taxes at the Delivery Points). Buyer shall pay or cause to be paid all Taxes on or with respect to the

Product after the Delivery Points). Jf a party is required to remit or pay Taxes that are (he other party's

responsibility hereunders the parfy responsible for such Taxes shall promptly reaiakirse the other party .

for such Taxes. Any party entitled to aa exwajstioa from any swb Taxes or ehsrges shall fimish the

otiher party say necessary dacttment&toa thereo£ In those cases hi which Jbe laws, refutations or

ordinances impose upon Seller the obligation to collect from Buyer such taxes, excises, charges and

inspections m other few, Buyer shall psy to Seller amounts equivalent to such goverameatal

requirements (listed above) for which Buyer shall be liable. If Buyer is entiQeel to purchase products free

of any tax, fee or charge, Bayer shall furnish to Seller proper exemption certificates to cover srueh

purchase or purchases.

9. CREDITS: Seller $hall be entitled to all credits, tax exemptions, tax credits, and excise tax credits

("Credits") related to the Product that arises w B result of Seller's ownership, processing, possession or

use oFtiw Product through the date of Delivery,

10. <3REEN TAGS; Upon taking title w tbe Redact, Buyer takes any asd all rights, title and interest in and

to any and all Green Tags that result or arise from er are atrtbnttble to the wse of ftodncf, ^tetter

arising or eoatiftg into existence faeJbrc or after $» sale of Product under flris Contaaet, Seller agrees to

cooperate, at Buyer's expense, in any mi all additional actions as may be reasonably necessary to; (i)

procure aiiy certificates or ortdite that nay be issued or are rateable by may goyeoKBjSnr 'or regulatory

agency and that are included ia the defiaffea of dreea Tap; and (fi) effect and mxod & otherwise

evidence the assignment to Buyer of any tad all of Seller's right, title and interest ia sod to such Green

Tags when aad as they ant fecasted (iaehidiag such certificate or er adits isfei and as fluey ate issued^

on such periodic basis as may be teqatasd by Isw or as Bnyer nftay reasonably request without any cost,

fee or charge . Buyer shall pay 0* reiiaburse- Seller for all ont-of-poefcst expenses unemrssd by Seller bt

cowiectioa with any actions cooifitnptated by th« provisions set forth tn (i) awl (») above,

1 1 . WARRANTIES AND BOEMMIFICAT1ON: SeUer warraats title to ProdiKB delivered heteuader, that

Seller has the right to sell sach Product sod that it is firte from liens and ad"Wse claiais of every Ma4«

Seller will pay all royalties amd otijer sums doe OB prodttefion, processing or handling of

Joss, dama^ and expaiSfron awoBJjl ofadwase daiin|t<tp Prod'acts ddiwred.0r

otfoer charges thereon applicdjte twfcw or npoa-iiWivsiy, '

agsmst aB toss, and espeflse'Ofl w»uat of Mvtese eMms to &0dai* del^sre^-or

paymeots or other chafes feefeOT'-applteafele at, or after deiftery. Seller warrants ffiat it B|S coiapliei

with all taws, orders, ntles, regutations craets of toy government or governmental body ar&utharity

having juristiictioa ovta" the pradjjction, oaaiifature, preparatjou, sale or transportation -of Products

delivered

12, PAYMENTS: Seller shall invoice Buyer when Pfodoet has beea dellyered, receiv^ tested, measured,

and certified (pursuant to Section. S, 6, and 7). Buyer shall remit the amount due in immediately

available funds 5 Days after receipt of ttie original invoice by Bayer ("Payment Date**); provided that if

the Payment Date is act a Business Day, payment is due on thfe Business Day preceding that date.

13. DISPUTED PAYMENTS; fitter Party rosy, in good fiath, dispute fee correctness of say irtvofcetwany

adjustment to any invoice rendered hereunder. Immediately following the receipt of notice of a disputed

invoice amount, the parties shall meet within two (2) Business Days and shall undertake good faith

efforts to resolve any dispute. These efforts wtay inctode, but not be 1 toiwd to, an analysis df the invoice

edbdation roethexioloaf substantiated by relevant information provided fey either Party. IB tbs event the

Parties are \inable to resolve the dispute foflcwing receipt of the rovoice, then payment for the total

saiouBt of the invoice less the disputed sHwumt, shall be made when dee,, with witften notice of flje

National SfofueU CONRDENTIAL

Case 1:07-cv-03353-JSR Document 8-2 Filed 05/15/2007 Page 7 of 8
National BfoFuels/Paramount Petroleum Agreement 7 of 1 S

dispute {including the basis for the dispute) seeompanyijjg such payment. If a party is found to have

overpaid gn invoice, that party shall be dw« aa immediate refund of such overpaid amount, including any

accrued interest at the Interest Rate defined as the lower of (i) 15% par annum or (ii) the maximum rate

permitted by applicable laws until paid. If a party is found to owe additional funds, such party shall

immediately remit payment, including aay accrued interest on the additional funds owing but unpaid at

the Interest Rate specified in this Section 13 from the date such additional funds were originally, due until

paid,

•14. FINANCIAL RESPONSIBILITY:

a. In the event (each ao "Event of Default") either party (the "Defaulting Party") or its guarantor shall;

(i) make an assignment or any general arrangement for die benefit of creditors; (ii) file a petition or

otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under

any banfauptcy or similar law for the protection of creditors or have such petition filed or

proceeding commenced against it; (iif) otherwise become bankrupt or insolvent (however

evidenced.}; <iv) be unable to pay its debts as they fell due; (v) have ft receiver, provisional liquidator,

conservator, custodian, trustee or other similar official appointed with respect to it or substantially

all of its assets; or (vi) aot have paid aay amount due ifae other party herenader on or before the third

Business Day following written Notice tjtat such payment is due; tfaea the other party (the '"NooDefealtiog Party") shall have the right, at its sole electionj to immediately withhold and/or suspend

deliveries or payments upon Hotke sad/or to terminate and liquidate the transactions under the

Contract, in the manner provided m Section 14,i, in addition to any awl all otter remediesr available

If an Event of Default has occurred and is continuing, the Non-Defaulting Party shall hate the right,

by Notice to the Defaulting Party, to designate a Day, ao earlier ihaa the Day such Notice is given

and no later than 20 D/ays after sacfa Notice is giveaa, as aa early tefnaaation date (the "Early

Tftteffiiu^raDat&^l^tiieliq^ OB the Early Teraunattea

Date, tte Contract will terminate.

AsoflfleEtdyTenninMSoaDate, the Non-DefMtifig Party sbaU determine, in gcxKlfatt

commercially reasonable manner, ihe amount owed ( whether or not then due) by each party with

respect to all Product delivered anil received between the parties under this Contract on and before

the Early Tcrminatioa Date aad all ottoer applicable charges relating to sttoh deliveries and receipts

(including without liiaitatJoiJ say amounts owed under Section 3), for which payment has not yet

b*en made by the parry fiuvt <flnt£ $ucb payment under this Contract

<L The Non-Defaulting Party shall set or aggregate, as appropriate, any an<i all

the parties under Section 1 4,c, so that all such amounts are netted or aggregated to •& single liquidated

amount payable by one party to the ofter (the "Net Settlement Amount"). At its sole option and

without prior Notice so the De&idtit^ Party, ihe Ncm-»Defeulting Party niay setaff {i) any Net

Settfenwnt Amount owed to the tlw^Definiltiag Party against any niargitt or other <x»iteteral held by

fe N«a-Defa«Jfirjg Party reta.tiai to ftie Contract; or (ii) aay Het'$et6aa<ajt ABjount .paydilfi to flie

De&olting Party against any 8n^tait(s) p9yaWe by to JDefotiftiitg Wrty to th» Non-Detaolting Party

aader aay other agreement or arrangement between the parties.

e. Th« N<at-DefeuJtiag Party's remedies tinder this Section 14 are the sole and exclusive remedies of

th*s HoB-De&nltifig Party urith. rrapect to the occurrence of any Early Termination Date. Each parry

reserves to iftelf all other rights, setofis, corniteiclairns aad other defenses that ft is or may be

entitled to arising from the Contract,

IS. CHANGE IN LAW. If, after the date of execution of this Contact, the goverament of the United States

of America or any state thereof, or any feraaeft, dmsion,, or agency of such govemmwtt, issue*, adopts,

imposes, promulgates, cancels, or modifies any status, ordinance, law, directivej, order, resolution, or die

like, or Issues a public notice or private ruling to Buyer or Seller with respect to or aay sach statute,

ordinance, !aw, directive, order, retoltrttofi, or the Ife wtueh materially alters, impairSj or Moders tie

cfeligaiioi^ or requirements of Seller or Banner under this Contract or which materially danges, alters,

impairs, or hinders the economic benefits anticipated to accrue to (he Seller or Buyer under this Contract

upon Ae date of execution hereof (a "Change ia Law"), Buyer and Seller shall renegotiate in good faith

t&e coiamereial eenas of this Contract fa eyeat that the parties are unable to teach agreement on the

National BfoFufels CONFIDENTIAL

Case 1:07-cv-03353-JSR Document 8-2 Filed 05/15/2007 Page 8 of 8