In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example input: Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the  order ). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the  entrusted party  or  YICHANGTAI  or  LEHEYUAN ), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller\'s note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.

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Source: LOHA CO. LTD., F-1, 12/9/2019





3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings:  KEEP AWAY FROM MOISTURE , HANDLE WITH CARE   THIS SIDE UP  etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:

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Source: LOHA CO. LTD., F-1, 12/9/2019





9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer\'s agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.

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Source: LOHA CO. LTD., F-1, 12/9/2019





12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers\' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers\' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

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Source: LOHA CO. LTD., F-1, 12/9/2019





17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.

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Source: LOHA CO. LTD., F-1, 12/9/2019





21. Law application It will be governed by the law of the People\'s Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6

Source: LOHA CO. LTD., F-1, 12/9/2019 
Question: Highlight the parts (if any) of this contract related to  Document Name  that should be reviewed by a lawyer. Details: The name of the contract
Example output: SUPPLY CONTRACT
Example explanation: This question is based on the following sentence in the passage "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.". This line explicitly contains the name of the contract at the start.
Q: Exhibit 10.66

                             TRANSPORTATION CONTRACT

        Astana                                         January 31, 2000

                                    PREAMBLE

JSC NOC KazakhOil, hereinafter referred to as the Company, in the person of Executive Marketing Director Ms. A. M. Rakhimbekov, acting on the basis of the Power of Attorney (1) 1-13 dated January 3, 2000, on the one side and JSC Karakudukmunay, hereinafter referred to as the Principal in the person of General Director Mr. N. D. Klinchev and Financial Director Mr. R. Moore, acting on the basis of the Charter, on the other side, collectively referred to as the Parties, have entered into this Transportation Contract (the Contract) and hereby agree as follows:

                           1. SUBJECT OF THE CONTRACT

1.1  The Company, at the expense and on the instructions of the Principal, shall      arrange transportation for export in batches to the far abroad of crude oil      (Commodity) belonging to the Principal and shall provide such other      services in connection therewith as are provided in this Contract.

1.2  The volume of a batch of Commodity transported hereunder shall be      determined in accordance with the monthly schedules of transit and      distribution of Kazakhstany oil.

                        2. DEFINITIONS AND INTERPRETATION

2.1  As used in the Contract, the following terms have the meanings indicated:

Buyer means STASCO in its capacity as Buyer under the Offtake Agreement and any other person in its capacity as buyer under any Other Agreement.

Commodity is defined in item 1.1.

Company is defined in the Preamble to this Contract.

Contract is defined in the Preamble to this Contract.

CPC Blend means the blend of crude oil generally available at the CPC Terminal that complies with minimum specifications agreed by the Principal and STASCO pursuant to the Offtake Agreement.

CPC Pipeline means the pipeline being constructed by the Caspian Pipeline Consortium from the Tengiz field to Novorossiysk.

CPC Pipeline Operational Date means the last day of the month in which (i) the CPC Pipeline is completed, (ii) the Karakuduk Field is so connected with the CPC Pipeline (via pipeline, rail link, or otherwise) that Karakuduk Crude Oil can and will be evacuated to the CPC Terminal via the CPC Pipeline, (iii) the CPC Pipeline commences pumping commercial quantities of crude oil as determined by the Principal and STASCO pursuant to the Offtake Agreement, and (iv) if the CPC Pipeline is only transporting Commodity on a blend (as opposed to batch) basis, the Principal and STASCO have agreed on the specifications for CPC Blend pursuant to the Offtake Agreement.

CPC Terminal means the single buoy-mooring terminal being built by the Caspian Pipeline Consortium near Novorossiysk.

DAF has the meaning given to delivered at frontier in the Incoterms 1990.

Delivery Basis means (i) during the Principal Period, delivery of Commodity on terms of DAF Adamovo, DAF Fenyeshlitke, DAF Budkovce, FOB sea-port Odessa, FOB sea-port Novorossiysk, or FOB sea-port Ventspils, as applicable, and (ii) during the Secondary Period, delivery of Commodity on terms of FOB CPC Terminal, in each case in accordance with the route indicated in the monthly delivery schedules of the Company.

Delivery Date for a batch of Commodity means the date of execution of the last acceptance-delivery act/bill of lading for that batch of Commodity in accordance with item 4.1.vii.

Delivery Month means the period for delivery under the Offtake Agreement or the Other Agreement, as applicable.

Effective Date means the date of actual execution of this Contract by the Parties.

FOB has the meaning given to free on board in the Incoterms 1990.

Initial Term means the period commencing on the Effective Date and concluding on the last day of the month in which the fifth anniversary of the Offtake Agreement Effective Date falls.





Karakuduk Crude Oil means Commodity produced from the Karakuduk Field or from such other field as the Principal and the Company may agree.

Karakuduk Field means the Karakuduk oil field in the Mangistau Oblast of the Republic of Kazakhstan as more particularly described in the Petroleum Contract and the License.

Offtake Agreement means that certain Crude Oil Sale and Purchase Agreement between the Principal and STASCO dated 1 November 1999.

Offtake Agreement Effective Date means the effective date of and as defined in the Offtake Agreement.

Other Agreement means any agreement other than the Offtake Agreement pursuant to which the Principal sells Karakuduk Crude Oil.

Parties is defined in the Preamble to this Contract.

Petroleum Contract means that certain Agreement for Exploration, Development and Production of Oil in Karakuduk Oil Field in Mangistau Oblast of the Republic of Kazakhstan between the Ministry of Oil and Gas Industries of the Republic of Kazakhstan for and on behalf of the Government of the Republic of Kazakhstan and the Principal.

License means License No. MG#249 (Oil) dated 25 June 1995 (as subsequently amended) granted to the Principal by the Government of the Republic of Kazakhstan.

Principal is defined in the Preamble to this Contract.

Principal Period means the period from the Effective Date to the CPC Pipeline Operational Date.

REBCO means Commodity that satisfies the specifications of TU-39-1623-93 Russian oil delivered for export; Specifications for export to the far abroad.

                                       2

Secondary Period means the period from the CPC Pipeline Operational Date to the date of termination of this Contract (inclusive).

STASCO means Shell Trading International Limited acting through its agent Shell International Trading and Shipping Company Limited.

Tenge means official currency of the Republic of Kazakhstan.

2.2 In this Contract, unless the context otherwise requires:

i.   Headings are used for convenience only and do not affect the interpretation      of this Contract;

ii.  any expression, which means individual, includes any company, Partnership,      trust, joint venture, association, corporation, or other corporate      organization and vice versa;

iii. references to Articles and Sections, unless otherwise expressly provided in      this Contract, are references to articles and sections of this Contract;

iv.  except as otherwise expressly provided, any reference to a document      includes an amendment or supplement to, or replacement or renovation of,      that document;

v.   a reference to any Party to this Agreement and to any other document      includes that Party's legal successors and assigns;

vi.  words, which mean the singular, also include the plural and vice versa;

vii. the word including means including without limitation;

viii. a business day means a day (other than a Saturday or a Sunday) on which      banks are open for ordinary banking business in London;

ix.  tonne is a metric ton; and

x.   a year means a calendar year, a quarter means a calendar quarter, and a      month means a calendar month.

                                   3. QUALITY

3.1  Unless otherwise agreed by the Parties, the Principal shall at all times      deliver to the Company Karakuduk Commodity pursuant to this Contract. The      Company shall ensure that (i) during the Principal Period, the quality of      Commodity delivered at the relevant delivery point shall be REBCO, and (ii)      during the Secondary Period, the quality of Commodity delivered at the CPC      Terminal shall be Karakuduk Commodity for segregated batch deliveries or      shall be CPC Blend for deliveries for which segregated batch delivery is      not available.

4. OBLIGATIONS OF THE PARTIES

4.1  At all times during the term of this Contract, the Company shall:





(i)  Assist in obtaining required&sbsp;official export permissions (certificate of      origin of the Commodity at place the load output, customs declaration on      Commodity output) for release of the batch of Commodity being delivered      from the customs territory of the Republic of Kazakhstan;

                                       3

(ii) accept Karakuduk Commodity from the Principal at Metering Point 719 (PSP      Samara of the Western branch office of KazTransOil) and arrange its      transportation for export in accordance with the Delivery Basis;

(iii) execute all customs formalities to carry out transit transportation of the      batch of Commodity through the territory of Russian Federation and the      countries of the C.I.S.;

(iv) procure sending of a route telegram to AK Transneft;

(v)  procure delivery of the indicated Commodity to the Buyer on the Delivery      Basis, less operating losses in transportation of the Commodity, that are      charged to the Principal's account;

(vi) procure berthing for the Buyer's tanker and delivery of the batch of      Commodity to such tanker through the Company's agents in the relevant port;

(vii) timely present to the Principal the Acts of acceptance-delivery of the      Commodity (oil)/Bills of Lading executed at the Delivery Basis. (During the      Principal Period, Acts of acceptance-delivery executed on the DAF basis      (Adamovo, Fenyeshlitke or Budkovce) shall be presented in one copy, Bills      of Lading and sets of shipping documents attached to them executed on the      FOB basis (Odessa, Novorossiysk or Ventspils) shall be presented in the      number of copies specified in the Buyer's instructions, and during the      Secondary Period, such documents as may be required at that time executed      on the FOB CPC Terminal basis shall be presented according to the list and      in the number of copies as it would be agreed between Principal, Company      and CPC;

(viii) provide the Principal with information on the status of execution of this      Contract;

(ix) on the Principal's request, prepare analyses of the Buyer's calculations of      prices;

(x)  cooperate with the Principal, to render, if possible, such assistance that      can prove necessary for the Principal to perform its obligations under the      Offtake Agreement or any other contract with the Buyer regarding Commodity;      and

(xi) during the term of this Contract, observe all provisions of this Contract      and other terms and conditions agreed upon with the Principal.

4.2  At all times during the term of this Contract, the Principal shall:

(i)  Deliver Karakuduk Commodity to the Company at Metering Point 719 (PSP      Samara of the Western branch office of KazTransOil) in the amount      determined in accordance with item 1.2 of this Agreement;

(ii) independently conclude contracts with the Buyer on selling Crude Oil for      export and submit a copy of each such contract with the Buyer to the      Company 5 days before the beginning of the relevant Delivery Month;

(iii) obtain, at its own expense, required official export permissions      (certificate of origin of the Commodity at place of the load output,      customs declaration on Commodity output) for release of the batch of      Commodity being delivered from the customs territory of the Republic of      Kazakstan and deliver them before the 5th day of the Delivery Month;

(iv) if the Delivery Basis is DAF, provide the Company before the 5th day of the      Delivery Month with a copy of confirmation from AK Transneft on its      readiness to accept the agreed batch of Commodity from coordinators at the      relevant directions;

                                       4

(v)  if the Delivery Basis is FOB, to provide the Company and the Company's      agent in the relevant port 5 days before the agreed upon loading&bbsp;period      (Laycan) with the Buyer's instructions on filling in the shipping      documents, including name of the vessel, its characteristics, loading      period (Laycan), lay time and other necessary data;

(vi) make a 100% pre-payment for transportation of the batch of Commodity      through the territory of Russian Federation and the CIS countries, in      accordance with the Payment Order of AK Transneft;

(vii) pay the additional expenses if the transport tariffs are increased,      providing the Company presents the appropriate documents;

(viii) reimburse the Company for the cost of execution of the customs      declaration at the Energy customs office of the RF in accordance with the      Company's invoice;





(ix) reimburse the Company for all expenses reasonably incurred in connection      with the performance by the Company of its obligations under this Contract      within 30 (thirty) days of delivery to the Principal of proper invoices and      other supporting documents for such expenses;

(x)  pay the Company's fee for the services rendered under Article 5 hereof, in      accordance with the invoice and tax invoice;

(xi) provide copies of all payment documents;

(xii) pay all transportation and other expense of KazTransOil on the territory      of Kazakhstan under its contract with KazTransOil;

(xiii) to make all necessary payments to the budget of the Republic of      Kazakhstan related to excise taxes, VAT and other obligatory payments to      the budget in accordance with the tax legislation

(xiv) during the term of this Contract, observe all provisions of this Contract      and other terms and conditions agreed upon with the Company.

                       5. COMPANY'S FEE AND PAYMENT TERMS

5.1  The Principal shall pay the Company a fee of $1.00 (one dollar), inclusive      of VAT, per one net tonne of Commodity shipped pursuant to this Contract.

5.2  The Principal shall pay the commission fee for each delivered batch of      Commodity to the Company's account within 30 (thirty) banking days after      the Delivery Date.

5.3  The payment shall be made in accordance with the invoice presented by the      Company and the tax invoice (original or a fax copy) in Tenge at the      official exchange rate of the National Bank of the Republic of Kazakhstan      effective on the Delivery Date in accordance with item 4.1.vii.

                         6. PERIOD AND TERMS OF LOADING

6.1  Commodity will be shipped by the Company in batches during the period from      the Effective Date through the term of this Contract subject to (i) the      Principal having the requisite supplies of Commodity and (ii) the Principal      having entered into the Offtake Agreement or another Agreement with the      Buyer.

                                       5

6.2  The Company shall have a right to deliver Commodity to the Buyer with a      permissible +/-5% deviation from the number of batches of Commodity.

                 7. OWNERSHIP RIGHT AND RISK OF ACCIDENTAL LOSS

7.1  Ownership right and risk of loss with respect to all Commodity transported      under this Contract, shall remain with the Principal at all times prior to      transfer of the ownership right and risk of loss with respect to such      Commodity to the Buyer in accordance with the Delivery Basis. At no time      shall the Company have the ownership right to any Commodity transported      under this Contract.

7.2  At any time in accordance with reasonable requirements of the Principal,      the Company shall confirm the Principal's ownership rights to Commodity,      transported under this Contract.

7.3  At any time the Principal may insure this Contract at his own expense, and      the Company shall render feasible assistance to the Principal in this case.

                             8. LIABILITY; INDEMNITY

8.1  The Parties shall be liable for non-execution and/or improper execution of      their obligations under this Agreement in accordance with the legislation      of the Republic of Kazakstan.

8.2  In case if the Principal violates the conditions of this Contract, and such      violation entails infringement of the Off-take Agreement conditions by the      Principal, then the Principal shall be solely liable in front of the      Purchaser for such violations. In addition, the Company shall not be liable      in front of the Principal or the Purchaser hereunder.

8.3  In case if violation by the Principal of the Off-take Agreement conditions      takes place due to infringement by the Company of its liabilities in front      of the Principal under this Contract, the Company shall be soley liable in      front of the Principal for such losses resulting from such violation ,      evidenced and supported by confirming documents ..

                             9. TERM OF THE CONTRACT

9.1  In accordance with items 9.3, 9.4, and 10.3, this Contract shall come into      force on the Effective Date, remain effective throughout the Initial Term,      and be prolonged, or further extended automatically for a period of 12





     months, each such extension commencing at the end of the last day of the      Initial Term or the relevant anniversary thereof, unless either Party      serves written notice of termination on the other Party at least 65 days      prior to the end of the Initial Term, or any subsequent extension.

9.2  Any notice of termination served by any Party with violation of the period      of notice required by item 9.1 shall be invalid and of no effect      whatsoever.

9.3  If the Company fails to perform within 30 days upon notice from the      Principal on nonperformance by the Company of any of its obligations under      this Contract, and keeps non-performing it, then the Principal may upon      expiry of the indicated 30 day period, terminate this Contract, with      obligatory accounts settling.

                                       6

9.4  If the Principal fails to perform within 30 days upon notice from the      Company on nonperformance by the Principal of any of its obligations under      this Contract, and keeps non-performing it, then the Company is entitled,      upon expiry of such 30 day period, to terminate this Contract, with      obligatory accounts settling.

                                10. FORCE-MAJEURE

10.1 Except for the obligations to make any payment, required by this Contract      (which shall not be subject to relief under this item), a Party shall not      be in breach of this Contract and liable to the other Party for any failure      to fulfil any obligation under this Contract to the extent any fulfillment      has been interfered with, hindered, delayed, or prevented by any      circumstance whatsoever, which is not reasonably within the control of and      is unforeseeable by such Party and if such Party exercised due diligence,      including acts of God, fire, flood, freezing, landslides, lightning,      earthquakes, fire, storm, floods, washouts, and other natural disasters,      wars (declared or undeclared), insurrections, riots, civil disturbances,      epidemics, quarantine restrictions, blockade, embargo, strike, lockouts,      labor disputes, or restrictions imposed by any government.

10.2 The Party affected by the indicated circumstances shall be excused from      performance or accurate performance, as the case may be, of such obligation      for so long as such circumstance continues to exist. The Party affected      shall promptly, at any rate, within twenty-four (24) hours from the receipt      of information about the occurrence of such event must notify the other      Party on the occurrence of such circumstances and on the obligations      affected.

10.3 If performance of the obligations by any Party under this Contract have      been delayed for a period of 3 months, the other Party shall be entitled to      terminate this Contract thereafter by giving notice to that effect to the      Party claiming relief under Section 10, with obligatory accounts settling.

10.4 No circumstance described in item 10.1 shall result in prolongation of the      validity term of this Contract.

                  11. SETTLEMENT OF DISPUTES AND APPLICABLE LAW

11.1 In the event of any disputes arousal under this Contract, the Parties shall      exercise all reasonable efforts to resolve them by negotiations.

11.2 In the event that resolution of the disputes by negotiations is impossible,      they shall be subject to court consideration at the defendant's location.

11.3 Effective legislation of the Republic of Kazakhstan shall apply to any      relations of the Parties arising out of this Contract.

                     12. MISCELLANEOUS TERMS AND CONDITIONS

12.1 Neither Party shall be entitled to assign any of its rights or duties      hereunder to any third parties without a written consent of the other Party      thereto.

                                       7

12.2 Any amendments or alterations to this Contract shall be considered valid      only if executed in writing and signed by the authorized representatives of      the Company and the Principal. Usage of facsimile communication for signing      the above mentioned amendments and alterations shall be acceptable.

12.3 From and after the Effective Date, all prior negotiations and      correspondence pertinent to the Contract shall have no legal force.

12.4 In all other matters not stipulated in this Contract, relations of the      Parties shall be governed by the legislation of the Republic of Kazakhstan      in force.

12.5 The Parties shall guarantee observance of confidentiality in respect to any      information and documentation received hereunder; provided, that nothing in





     this item shall restrict either Party from disclosing details of or      relating to this Contract information (i) to any shareholder of such Party,      (ii) to any creditor to such Party, (iii) to any person considering to      become a shareholder of or creditor to such Party, (iv) to the extent      necessary to comply with any laws or regulations applicable to such Party.

12.6 Any attachments to this Contract shall be an integral part hereof.

12.7 This Contract has been executed in 2 (two) original copies in both the      Russian language and the English language, one copy in each language for      each of the Parties, in addition, the Russian text of the Contract has      priority.

                               13. REPRESENTATIONS

13.1 Each Party represents to the other Party that:

i.   It is duly organized and validly existing under the laws of the      jurisdiction of its incorporation or registration and, if provided under      such laws, in good standing;

ii.  it has the power to sign and deliver this Contract and has undertaken all      necessary measures to authorize such signing, delivery and execution;

iii. such signing and delivery do not violate or conflict with any law      applicable to it, any provisions of its constitutional documents, any      orders or judgements of any court or another agency of government      applicable to it or any of its assets or any contractual restrictions      binding on or affecting it or any of its assets;

iv.  all governmental and other permits which are required to have been obtained      by it with respect to this Contract, have been obtained and have full legal      force; and all conditions of any such permits have been complied with; and

v    obligations of such Party under this Contract constitute its legal, valid      and binding obligations, enforceable in accordance with its respective      terms (subject to applicable bankruptcy, re-organization, insolvency,      moratorium or similar laws affecting creditors' rights generally and      subject, as to the enforceability, to equitable principles of general      application (regardless of whether enforcement on execution of this      Contract is sought in a proceeding in equity or under law)).

                                       8

                                14. MISCELLANEOUS

14.1 This Contract constitutes the entire agreement of the Parties with respect      to the subject matter of this Contract and the Parties acknowledge that      they do not enter into this Contract regardless of any previous contacts      between the Parties or their affiliates.

14.2 Any amendments or alterations to any of the terms of this Contract shall be      effective unless they are registered in writing and signed by or on behalf      of each of the Parties; no waiver of any provision hereof shall be      effective unless it is in writing and signed by the Party, against which      such waiver is sought to be enforced.

14.3 Except as expressly provided herein, the rights, authorities and remedies,      provided in this Contract, are cumulative and not exclusive of any rights,      authorities and remedies provided by the law.

14.4 Except as expressly provided herein no delay or omission on the part of      either Party in exercising any rights, authorities or remedies, provided by      law or under this Contract, nor any indulgence granted by any Party to      another Party, shall impair such rights, authorities or remedies, or be      construed as a waiver thereof; moreover, no single or partial exercise of      any right, power or remedy provided by law or under this Contract shall      hinder other or further exercise thereof, as well as exercise of any other      right, power or remedy.

14.5 This Contract does not confer rights or remedies upon any person other than      the Principal and the Company.

                  15. LEGAL ADDRESSES AND PROPS OF THE PARTIES

             COMPANY:                                      PRINCIPAL

JSC NOC KazakhOil                                    JSC Karakudukmunay 473000, Republic of Kazakhstan, Astana,         466200, Aktau, Mangistau oblast 60, Republic avenue                                District 3, Building 82 Tel.: (3172) 280609, fax 327724                 Tel.: (3292) 513795, fax 518336 TRN 600700150675                                       TRN 430600001175

Bank props:                                               Bank props: Tenge account (1) 000467052                           AB Neftebank, Aktau in Akmola affiliate of                           Tenge account (1) 609614 JSC Almaty trade and finance bank, Astana IAT 195301730                                           IAT 192901705

/s/ Amangeldy Tlegenov                        &bbsp;     /s/ Nikolai D. Klinchev





- --------------------------------------------     ------------------------------- A.M. Rakhimbekov                                       Nikolai Klinchev

                                                      /s/ Richard J. Moore                                                  -------------------------------                                                         Richard Moore

                                       9 
Question: Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
A:
The Company shall have a right to deliver Commodity to the Buyer with a      permissible +/-5% deviation from the number of batches of Commodit