D-2 FCO

[dkchoi]

25 th July 2008.
To: End Buyer

                     SOFT FULL CORPORATE OFFER

    We, XXXXXXXXXXXXX International Ltd. as a seller’s authorized mandate, on behalf of our
supplier with full corporate authority and responsibility, hereby confirm‎ that we are ready,
willing and able to enter into a contractual agreement with the buyer on the Sale of 200,000
metric tons of Russian High Speed Diesel Grade D2-0.02 per month for12 months as
specified in the following terms & conditions:

1. Commodity            : Russian High Speed Diesel Grade D2-0.02 (JI0.2-62 IOCT305-82)

2. Origin                   : Russian.

3. Specification         : As per attachment.

4. Quantity                : 2,400,000 MT  (200,000 MT per month x 12 months)

5. Delivery                : Delivery 200,000 metric tons per month (+/-5%).

6. Dischare Port        : Any Safe World Port.

7. Contract Duration  : Twelve (12) months with open roll and extension mutually agreed by Seller &

                                 Buyer 12 months prior to expiry of contract.

8. Inspection            : Inspection by SGS or equivalent international agency at the loading port.

                                Seller will pay the charges.

                                Inspection by SGS or equivalent international agency at the discharge port.

                                Buyer will pay the charges.

9. Legalization         : The contract shall be signed and sealed by the authorized Seller & Buyer’s

                                officers.

10. Seller's Bank     : Will be provided.

11. Buyer's Document: The Buyer is responsible to provide the import license from the authority to

                                 enter the terminal to discharge the product.

12. Price                 : The Price shall be at USD595.00/MT CIF ASWP

                                Price should be review every three months.

                                The contract is altogether for 13 months; the price of this contract is only for

                                3 months. It shall be settled per 3 months agreed by both parties

13. Term of payment : By 100% Irrevocable, Transferable, Revolving Documentary Letter of Credit

                                at sight issued by World Top 50 Bank.

14. PB                     : 2% (two percent) from Seller.

15. LAY CAN             : The first delivery should be within forty five (45) days after receiving and

                                 confirmation of DLC and the second and subsequent shipment shall be within

                                 thirty (30) days after receiving of confirmed the payment.

PROCEDURES:
        1. Seller / seller’s mandate issues the FCO.

        2. Buyer issue LOI / ICPO to End Seller via XXXXXXX International Ltd.

        3. Arrange and sign NCND for all concerned parties.

        4. Seller issues draft contract for buyer’s review & acceptance.

        5. Electronic signature signed by buyer and seller to confirm‎ the contract.

        6. Within Five (5) banking working days after electronic signed the contract, the buyer bank will

            contact seller bank via bank to bank SWIFT MT799 confirm‎ing that the buyer is financially

            RWA  for purchase the contract goods with RDLC text.

       7. Arrangement of signing contract hard copy by both buyer and seller and issuing of MFPA

           to concerned mandate.

       8.Within Ten (10) banking working days upon receipt and accepted of buyer’s bank confirmation

          that buyer is financially RWA and RDLC text, the seller will authorize his designated bank to

          issue 2% percent of the monthly contract quantity performance bond and below POP

          document list via  SWIFT to buyer’s designated bank. This performance bond is not active

          before the buyer issues operative Irrevocable, Transferable RDLC.

         POP DOCUMENTS

          A. Copy of license to export, issued by the ministry of energy.
          B. Copy of approval to export, issued by the ministry of justice.
          C. Copy of statement of availability of the product.
          D. Copy of the refinery commitment to produce the product.
          E. Copy of the Pipeline Commitment, and deal passport.
          F. Copy of the charter party agreement(s) to transport the produce to discharge port.

      9. Within ten (10) bank working days after buyer receiving non-operative PB and POP document

          list, the buyer will authorize his designated bank to issue operative Irrevocable,Transferable

          RDLC in favor of Seller/Designed Supplier for amount of monthly contract quantity to Seller’s

          designated  bank as to activate seller’s Performance Bond.

    10. Within fourteen (14) bank working days after receiving buyer operative RDLC, seller will

         provide above stated POP to buyer via bank to bank.

    11. Cargo delivery as per contract.

    12. Buyer via T/T (Telegraphic Transfers) payment for arrival of product in discharge port within

         seven (7) working days after the inspection and approval of SGS. All port charges at the

         unloding port are to be paid by the Buyer.

 
This soft offer is valid for seven (7) working days from day of issue, and Proposed procedure could be negotiated.