Contract Spot GAS D2

AN DES FOODS INC.119.S Atlantic Blvd,. Suite 305 Monterey park CA 91754 U S A

TEL/00852-9359-2333MOB-0086-13147314720/15960699176Email: [email protected] //[email protected]

Buyer Transaction Code: ANDES GAS D2 30-7Seller Transaction Code: GPPG/4583/JD/D2/345Contract Number: GPPG/04/D2/2,000,000 MT/2010AProduct; Russian Gas Diesel OilQuantity: 2.000,000 MT. (Immediate Liftable quantity)

Sale and Purchase Agreement of GAS D2 (SPOT)FOB Rotterdam basis, consigned to Seller and reassigned to final Buyer

SPOT (2.000,000MT) Russian GAS OIL D2 L.0.02-62 GOST 305-82

Total Quantity: 2.000,000 MT ( Immediately Lift able Quantity )

This Agreement made on this AUG 01, 2010

Between

As the Seller

COMPANY NAME:

ADDRESS:

TELEPHONE NUMBER:

E-MAIL ADDRESS:

REPRESENTED BY:

TITLE:

ANDES FOOD INC

119.S Atlantic Blvd,. Suite 305 Monterey Park,CA91754 USA

MOB-0086-13662696498/15960699176

[email protected] //[email protected]./

Wei Min Chang

CEO

And

As the Buyer

COMPANY NAME:

ADDRESS:

TELEPHONE NUMBER:

E-MAIL ADDRESS:

REPRESENTED BY:

TITLE

(Hereinafter shall be referred to collectively as “Parties” or singularly as “Party”). Whereas, the

parties mutually accept to refer to the General Terms and Definitions, as set out by the

INCOTERMS Edition 2000 with latest amendments, having the following terminology fully

understood and accepted:

Whereas, the parties mutually desire to execute the agreement which shall be binding upon, and to the benefit of, the parties, successors and assigns, in accordance with the jurisdictional

1CHINAOFFICE- Guang Dong Province,DongGuan City,.Qingxi Town Kangyi Rd,Kangyi

Garden 5Bldg,. 7D ROOM CP523660



law of the negotiated and fully executed contract with terms and provisions hereunder agreed upon.

1. ProductGAS D2 GOST305-82

2. Quantity and Quality / Specification2.000.000MT, as per attached specification

3. PriceFixed Price USD $ 550.00/mt net /570.00/MT GROSS

4. DeliveryFOB Rotterdam

5. PaymentWire transfer (MT103-23) or (MT799/MT760) as per attachment

a. The payment shall be made in US Dollars and guaranteed by MT103-23 issued in favor of the Seller nominated bank. Such POF must be issued by a reputable bank acceptable to Seller’s nominated bank, in the amount corresponding to the cost of each lift.

b. All documents drawn under and in compliance with the Terms of this contract shall be duly honored upon presentation at the issuing bank for payment. Then, the product will be registered, re-assigned, and Cargo will be officially programmed in buyer’s name. When the Buyer’s bank SWIFTS MT103 to the value lifted to the seller’s bank.

c. The MT103 shall be in the form accepted by the Seller’s bank and payment shall be made in accordance with the terms of this agreement (with copies transmitted by facsimile to the Buyer), following delivery and receipt thereof after arrival and inspection of the cargoes at the designated port of discharge.

d. Full payment for the Cargo shall be made within ten (10) hours after the Cargo has been inspected and discharged into shore tanks of delivery port and Quality and Quantity have been confirmed as correct by the Independent Surveyor Company

e. Quantity and Quality, as assessed at the Discharge Port by the Independent Surveyor Company, and shall be used to compute the Seller's invoice.

f. Buyer shall instruct its bank to advise Seller’s bank by Swift or tested telex, quoting the date of the transfer, the amount, the invoice number and the clearing bank, if any. Such advice is to be sent in due time in order to enable Seller’s bank to credit Seller with value on the due date.

6. PROCEDURE: (Non-Negotiable):

A. Freshed SGS Report B. Storage Tank ReceiptC. Export License





D. Certificate of OriginF. Ownership Certificate

{1} Buyer issues LOI or ICPO on company Letter head with SIGNED NCNDA/FPA

{2} Seller issues FCO in the name of Buyer and the Buyer signs seal and return to Seller

{3} Seller forwards Final Sales Contract signed and sealed to Buyer.

{4} Buyer/Buyer’s Bank verifies possession of POP with Seller’s Bank by bank to bank method.

{5} Buyer bank sends RDLC/LC by swift MT799 the POF and upon verification of the POF the seller bank sends the POP including tank receipt

{6} Buyers issue the IRDLC as payment for the product.

NOTE: FULL POP include ownership transfer of the title of the goods

7. Inspection

The Seller will provide the initial SGS reports.

The dip test will provide the Buyer the opportunity to test the product.

Should the buyer, and at the buyers discretion, the BUYER shall appoint an independent

Inspector to inspect the cargo on board the vessel. The initial inspection is for the Seller

account and all subsequent inspections are for the Buyers account

8. Title & Risk Title will pass from the Seller to the Buyer upon payment and Risk will pass from the Seller to the Buyer.

9. Insurance Insurance will be the responsibility of the party at risk.

10. Duties, Taxes and Charges

The Seller shall be responsible for all Duties, Charges and Taxes at the Load Port.

The Buyer shall be responsible for all Taxes, Duties and Charges there forth.

11. Lay Time

The Buyer shall be allowed 24 hours lay time for Loading of the cargo. Notice of readiness

to be tendered only during normal working hours i.e. between 08.00 and 16.00 hours





Should the vessel arrive at the Loading port earlier than the nominated three day arrival

range, then lay time shall commence at 00.01 on the first day of the nominated three day

range, unless the vessel berths earlier, in which case lay time shall commence upon

berthing.

Should the vessel arrive at the load port later than the nominated three day arrival range,

then lay time shall commence upon berthing, however, Buyer undertakes to ensure that

the vessel is berthed as speedily as possible.

12. Demurrage

If any, demurrage to be charged at the rate, terms and conditions of the delivering

vessel or, if the vessel is a time charter, at the World scale rate applicable for the size of

vessel used.

The Seller / Buyer shall present any claim, including full documentation, within thirty

days of the date of completion of Loading, otherwise the claim shall be considered null

and void and Buyer/Seller shall be under no obligation to make payment.

13. Force Majeur

Neither of the Parties shall be liable for complete or partial non-performance of any

obligations under this Contract, other than the obligation to effect any payment(s) that

may be due, if such non-performance results from force major circumstances such as

fires, floods, strikes, wars (whether declared or undeclared), riots, embargoes, accidents,

restrictions imposed by any governmental authority (including protection, quotas,

priorities, requisitions and price control) or any party purporting to act on behalf of a

government, and any other circumstances which are beyond control of the contracting

parties and have arisen after the conclusion of this contract.

If any such circumstances directly affect performance of the obligations in the period of

time determined by the present contract, the time for performance of obligations, other

than the obligation to make any payment(s) that may be due, shall be extended

correspondingly by the period for which such force major circumstance lasted.

Should the force major circumstance continue for more than 30 (thirty) days, either party

shall have the right to cancel this Contract partially or completely. In this case, neither

of the Parties shall have the right to claim any compensation from the other Party for

possible losses.

14. Time LimitThe product will be available for loading immediately upon payment of the product.

15. Warranties





The Seller warrants that the product shall comply with the description contained in this

contract.

16. Liabilities

Where not in contradiction with the above agreement Seller or Buyer shall not be liable

for indirect or consequential damages or specific performance except in cases specified

in this contract.

17. Failure to deliver or take delivery

If the Buyer fails to take delivery under the terms of the contract for any reason except

Seller’s fundamental breach of Contract, then the Seller shall be entitled to sell the cargo

and be entitled to compensation of twenty percent of the total contract value.

If the Seller fails to deliver the cargo under the terms of the contract for any reason

except Buyer’s fundamental breach of Contract, then the Buyer shall be entitled to

compensation of twenty percent of the total contract value.

18. Confidentiality and Non Circumvention

The parties agree to keep all information relating to this transaction absolutely private

and confidential; particularly any information given by one to the other with respect to

these presents which is not the subject of general public knowledge, shall be received

and held in confidence by the recipient subject to any governmental disclosure

requirements, during and after the life of the contract.

The parties shall not circumvent each other in anyway whatsoever, directly or indirectly,

by themselves and/or their employees, principals or agents. In the event of

circumvention, the aggrieved parties shall be entitled to damages to the tune of 25%

(Twenty five per cent) of the total contract sum herein. The parties to contract include

the Buyer and Seller, their Banks, Agents, Representatives and etc

19. AssignmentThe two parties shall have the right to assign its rights or obligations under this contract to any third party once receiving the express written consent of the other party to do so, however, such consent shall not be unreasonably withheld.

20. Dispute Resolution and Arbitration

Any disputes arising shall first be settled amicably within 5 days of its occurrence.

Otherwise, the unsettled dispute shall be referred within 15 days of occurrences to an

arbitration panel of three (3) members, one each appointed by the Seller and the Buyer

and the chairman shall be appointed by the two members.

- The panels shall start and conclude deliberation in 30 days from the date of first

sitting





- The cost of Arbitration shall be borne by the liable party

- The panel’s decision shall be final and binding on the parties

- The Arbitration shall be carried on it accordance with the arbitration rules of laws in

Australia.

21. Notices

This Contract, subsequent amendments and all notices shall be made to the addresses of

the parties herein or as any party may subsequently advise the other party in writing:

SELLER’S Details :

COMPANY NAME: ANDES FOOD INC

ADDRESS: 119.S Atlantic Blvd,. Suite 305 Monterey park CA

91754 U S A

TELEPHONE NUMBER: MOB-0086-13662696498/15960699176

E-MAIL ADDRESS: [email protected]

REPRESENTED BY:wei kmin chang

TITLE:president

BUYER’S Details:

COMPANY NAME:

ADDRESS:

TELEPHONE NUMBER:

E-MAIL ADDRESS:

REPRESENTED BY:

TITLE:

22. Changes

Any changes or amendments to this Agreement shall be in writing and signed by both

parties.

23. Applicable Law

The laws of the Hong Kong will apply to this agreement.

24.Banking Coordinates





SELLER’S BANK INFORMATIION

SELLER (B) BANK COORDINATES (For receiving final payment

and distributing to end seller and IMFPA signed parties)

BABK NAME:BANK OF TAIWAN OFFSHORE BANKING BRANCH

ADRESS:3,1FL,.PAO-CHING ROAD,.TAIPEI TAIWAN REPUBLIC OF CHIN

BANK SWIFT -- BKTWTWTP057

ACCOUNT NAME :ANDES FOOD INC

BANK ACCOUNT A/C 069-007—041313

BANK OF TAIWAN TAICHUNG HARBOR BR

SWIFT—BKTWTWTP057

L/C ADVISING

SELLER (A) BANK COORDINATES ( For receiving Pre-advice MT103/23 viaSWIFT MT799 and confirmation of POP)

(Will be informed when contract is approved and signed)

BANK NAME : BERLINER VOLKSBANKACCOUNT NO. : 2234874007IBAN NO. : DE17100900002234874007ACCOUNT HOLDER : ELWALEED ALI ADAM ABDELRAHMANSWIFT CODE : BEVODEBBBANK OFFICER NAME : MRS. SINA LIESSMANBANK TEL : +493030633300BANK FAX : +493030634400

BUYER’S BANK INFORMATIION

BANK NAME:

ADDRESS:

ACCOUNT NAME:

ACCOUNT

NUMBER:





SCAN CODE:

BANK TEL:

BANK FAX:

BANK OFFICER:

24. General Conditions that have not been specified in the present contract shall be governed by INCOTERMS 2000 and subsequent amendments related to FOB transactions.

25 Acceptance

The parties hereby agree, to respect the mentioned “Sales and Purchase Agreement” accepted signed sealed as below on Date: AUG 10, 2010

As The Seller: As The Buyer:

ANDES FOOD INC

Represented by:

Wei Min Chang

Dated: May 11, 2010

Signed and Sealed: Signed and Sealed:

WEI.MIN.CHANG

DATE 10/AUG/2010





**This agreement expires three business days (3) from date and signature above without verification of financial ability, receipt of Proof of Product and Payment Instrument.

ANNEX “A”

GOST # 305-82 INDEXES OF THE FOLLOWING SPECIFICATION Cetane index, min

Distillation, degrees C

50% max

99% (final boiling point) max

Kinematic Viscosity at 20C, square mm/c, (cst)

Sulphur, min / max, %

Mercaptan sulphur, max %

Hydrogen sulphide

Copper strip test

Water soluble acids and alkalis

Actual gum content, mg/100 cubic cm, max

Acidity, mg/100 cm3, max

Iodine number, g/100g, max

Ash, %, max

Capability of 10% residue, max, %

Filtration index (before introduction of do pant), max

Sediments

Water

Density at 20 deg. C, kg/m3, max

Flash point (Closed cup) degrees C. min

Pour point from March to October (summer), degrees C, max

Pour point from November to February (winter), degrees C. max

Cloud point from March to October (summer), degrees C, max

Cloud point from November to February (winter), degrees C. max

The product is guaranteed by Seller not to contain bacteria and other living organism contamination above normal level (1000 CFU/l).





FREQUENCY MONTH

AGGREGATE QTY. IN MTS DISCHARGING PORT

SHIPMENT NUMBER

July/2010 2.000 000 MT SPOT FOB ROTTERDAM PSC001

TOTAL (1 ) (2,000 000MT)

Total Quantity: 2.000,000 MT for SPOT (1) Calendar month. Delivery from date: 01/AUG/ 2010

The seller to bank format SWIFT FORMAT

We are informed that our client XXXXXXXXXX account number _________

(______________________________) has contracted to purchase xxxxxxK Metric Tons of GAS OIL

DIESEL D2 at US ( $ xxx.00 Per Metric Ton FOB , Destination _ROTTERDAM PORT for a total of

US $ XXX.00 MILLION US Dollars from your client XXX XXXX / OAO TISA XXXXX account

number XXXXXX per contract referenced XXXXX and dated XXXXX.

We understand that payment is to be made by Swift MT103/23.

Therefore, this is to confirm that the buyer has the financial capacity and is willing to issue

MT103-23 subject to the bank formalities.

Kindly therefore confirm the ability and willingness of your client (the seller) to supply the said

Gas oil diesel D2 per the contract referenced above to enable us issue our MT103 instrument.

Please, note that we reserve the right to call for the relevant Proof of Product (POP)

documents.

Signed and sealed

Authorized bank signatory





THE FINAL VERSION OF PRE-ADVICE MT103-23 AND FORMAL MT103-23 ARE SUBJECT TO BOTH BUYER BANK AND SELLER BANK'S APPROVAL

END OF THIS CONTRACT



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Contract Spot GAS D2