1. Subject of the Contract

The Seller has sold to the Buyer and the Buyer has bought from the Seller on the terms FOB Novorossiysk ... metric tons (m/t) of Ordinary Grey Portland Cement 10% more or less at the Seller’s option, in bulk.

2. Quality

The quality of the Cement sold under the present contract shall correspond to the requirements of the British Standard BS 12 Part 2, 1978.

The Seller shall arrange three samples of Cement, seven kilos each, to be taken during and after the loading by the Chamber of Commerce and Industry of Russia, packed tightly, marked with the name of the vessel and the date of shipment and sent as follows:

1st - to the Buyer;

2nd - to the Master of the vessel;

3rd - to the Manufacturer.

The Seller shall advise the Buyer by fax of the number and date of the postal receipt. The cost of sampling and postage shall be borne by the Seller.

3. Price

The net price for the Cement sold under the present Contract is ... USD per m/t FOB Novorossiysk.

4. Delivery – Acceptance

The Cement sold under the present Contract is considered as delivered by the Seller and accepted by the Buyer:

a) as to the quantity: as per the weight stated in the Bill of Lading and determined by a Draft Survey effected jointly by the Master of the vessel and/ or his agent, the Seller or the manufacturer of the Cement and/ or his agent, and certified by the Chamber of Commerce of Russia;

b) as to the quality: as per the Certificate of Quality issued by the Chamber of Commerce and Industry of Russia for each shipment;

c) as to the date of delivery: as per the date of the Bill of Lading.

5. Time of Delivery

The Cement shall be delivered FOB Novorossiysk within the period of ... .

Before the 10th day of each month, the Buyer shall propose the vessels stems for the following month. On or before the 25th day of each month the Seller shall confirm the stems for the following month.

6. Transport

The Cement shall be shipped by vessels capable of carrying 15 to 40 thousand tons of Cement each, with a draft full laden at the port of Novorossiysk not exceeding 11.2 metres and an overall length of not more than 200 metres, and chartered by the Buyer at his risk and expense.

The Cement shall be loaded by the Seller by his means and at his expense according to a Cargo Plan to be established between the Master of the vessel, the Seller’s agent or the manufacturer of the Cement, and the authorities of the port of loading.

The Buyer shall provide for the vessels to be fitted with openings in the hatch covers for the connection of the Seller’s loading equipment. The design of the openings and of hatch covers shall secure a complete tightness of the holds during the loading. Should a vessel not be properly equipped as above, the Seller shall have the right to reject the vessel, the Buyer being fully liable for the consequences.

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The vessel shall be admitted within the port, piloted and moored according to the customs of the port of Novorossiysk. The Seller shall provide the vessel with a safe berth where it can be loaded always afloat, and shall load the vessel at the rate of 4000 m/t per weather working day of 24 consecutive hours.

The laytime shall commence in accordance with the following provisions:

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In case the vessel is not loaded within the laytime calculated as above the Seller shall pay demurrage to the Buyer at the rate of ... USD ... per ... . If the vessel is loaded prior to the expiration of the laytime calculated as above the Buyer shall pay to the Seller despatch at half demurrage rate per day of 24 hours or pro rata for any part of a day all time saved.

Laytime, despatch and demurrage shall be calculated on the basis of a Statement of Facts signed by the Master, the Seller’s representative and the Ship’s Agent at the port of loading. Despatch and demurrage shall be settled directly between the Buyer and the Seller every month.

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