Contract for sale and purchase of Russian Steam (Non-Coking)

Coal in bulk dated 1st, February, 2012.

RUSSIAN STEAM COAL GCV 6300/6100 Between:

Xxx,a company incorporated under the laws of Russia, having its registered office address at prospect ,hereinafter referred to as SELLER,

And

XXX,a company registered under the laws of China, having its registered office address at xxx ,hereinafter referred to as BUYER.

By this agreement, the Seller agrees to sell and the Buyer agrees to buy the material

Specified below as per mentioned terms and conditions:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall

respectively have the following meaning:

“Ton (s)”, “Ton(s)”, and “MT” means Metric Ton s of 1,000 Kg(s) as defined in

“International System of Units”

a. A fraction of a ton in any calculation shall be rounded up to the nearest ton if such fraction

is one half of a ton or more, and shall be rounded down when otherwise.

b.“Dollars”, “US Dollars”, “USD”, “US$”, “$”, “Cents” where used shall refer to

the currency of the United States of America.

d. A fraction of a cent in any calculation shall be rounded up to the nearest cent if such

fraction is one half of a cent or more, and shall be rounded down when otherwise.

e.“Coal” means Steam/Thermal Coal (Non Coking Coal).

f.“ADB” means Air Dried Basis.

G. “ARB” means As Received Basis.

h.“GAR” means Gross As Received basis.

I. “NAR” means Net As Received basis.

J. “ASTM” means the American Society for Testing and Materials and “ISO” means International Organization for Standardization.

k.“Bill of Lading”, “BL” or “B/L” means receipt given by the barge for the coal

shipment and is a document of title.

l.“ETA” means expected time & date of arrival.

m.“CIF” Cost, Insurance and Freight strictly as referred to in the interpretations defined by the INCOTERMS Edition 2000 with latest amendments.

n.“Kcal/Kg” means Kilocalories of energy per kilogram of coal.

o.“Laytime” means time allowed to load the Cargo on to the Mother Vessel.

p.“Calendar quarter” Period of three (3) consecutive months – 1st January, 1st April, 1st July or 1st October.

q.“Port of Loading” means the port at which the c oal is to be loaded in Russia.

r.“Pratique” means permission to do business at a port by a ship that has complied with all applicable local health regulations.

s.“Statement of Facts” means a statement prepared by the ships agent at the port of loading which shows the date and time of arrival of the barge and the commencement and completion of loading. It details the quantity of cargo loaded each day, the hours worked and the hours stopped with the reasons of stoppages.

t.“Working day” means a day upon which business is regularly transacted and unless expressly stated, the term “day” shall be deemed to mean “calendar day”.

u.“Weather Working Day” means day of 24 co nsecutive hours on which work in loading coal on board a Vessel may be carried out without loss of time due to the weather.

v.“Party” or “Parties” means Seller or Buyer or both.

w. “CP” means Charter Party.

2. TERMS OF AGREEMENT

The parties hereby agree that the term of this agreement shall commence from the date of signing of this Agreement until the sale and delivery of the contracted quantity under this agreement has been fully performed by the parties or until both parties mutually agree to terminate this agreement, whichever comes earlier. Buyer shall purchase the coal from Seller on CIF vessel basis (INCOTERMS 2000).