SALES & PURCHASE CONTRACT

For
IRON ORE 63% - 61%

between

The BUYER
CITY INSIGHT CONSORTIUM SDN BHD
and

The SELLER
CV. SINAR ALAM CEMERLANG

Contract Number: XXX/IRON ORE /XXX-

SAC/V/2007
Dated ........... , 2007

PURCHASE SALE CONTRACT OF IRON ORE

CONTRACT No: XXX/IRON ORE/XXX-SAC/V/2007 Date: ................, 2007

BUYER: CITY INSIGHT CONSORTIUM SDN BHD

Address :

Phone :
Fax :
Contacts :
Director :
Seller Buyer 1
 E-mail :

SELLER: CV. SINAR ALAM CEMERLANG

Address : Jl. Sungai Miai Dalam RT. 6 No. 52 Banjarmasin

South Kalimantan - Indonesia
Phone : +62 511
Fax : +62 511
Contacts :Mr.BobbyMaxwell,SE
Vice Director: Mr. Akhmad Gunawan

This contract is made by and between the buyer and the seller whereby the Buyer
agrees to buy and the Seller agrees to sell the under mentioned goods for China on the
basis of exclusive supply, on the term and conditions stated below:

CLAUSE 1 NAME OF COMMODITY: 63% FE INDONESIAN IRON ORE

Country of Origin: Indonesia
Port of Loading: Anchorage Taboneo open sea,
South Kalimantan
Loading Rate 5,000 MT PWWD/SHINC
Port of Destination: ........................................
Discharging Rate 5,000 MT PWWD/SHINC WIPON,
WIBON, WCCON, WIFPON

CLAUSE 2 SHIPMENT PERIOD AND QUANTITY:

12 shipment : 30,000 DMT X 12 = 360,000 DMT± 5%

Delivery Within 45 days after receipt of Letter of Credit acceptable to the

seller.

CLAUSE 3 IRON ORE FINES SPECIFICATION:

CHEMICAL COMPOSITION (ON DRY BASIS GUARANTEED)
Typical Results Rejection
Fe 63.00% Below 61%
TiO2 0.20% Exceed 0.25%
SIO2 2.00% Exceed 2.50.%
AL203 2.50% Exceed 3.00%
Sulphur 0.01% Exceed 0.08%
Phosphorus 0.04% Exceed 0.08%
Moisture (Free loss at 105 degrees centigrade) 8.00%
PHYSICAL COMPOSITIOIN (SIZE DISTRIBUTION) 0 - 50 mm
0 – 10 mm 10% Max
10 - 50 mm 90% Min

CLAUSE 4 PRICE
Seller Buyer 2
 USD53.00 per DMT FOB main Port, Indonesia on 63% FE fraction
prorata.

Total Amount for the 1st shipment 30,000 DMT+/-5% will be US$

CLAUSE 5 PRICE ADJUSTMENT

A) For Fe Content
In respect of each shipment of iron ore which does not meet the
Fe specifications set forth in clause 3 the base price referred to
in clause 4 shall be adjusted in accordance with Fe content as
determined pursuant to the provisions of clause 9 as follows:-

Bonus: The base price shall be increased by US$ 0.8 per dry
metric ton for each 1.00% Fe above 63% fraction prorate.

Penalty: The base price shall be decreased by US$0.8 per dry

metric ton for each 1.00% Fe below 63% fraction prorate up to
Fe63% and rejection below 61%.

B) For other elements

If the shipment does not meet any of the chemical specification
other than Fe provide in clause 3 as finally determined in
accordance with the provisions of the clause 9, the base price
shall be decreased as follows fraction prorate:
i) For excess Phosphorus
At the rate of 5 (five) US Cents per dry metric tonne for each
0.01% in excess of 0.04%. If P content exceeds 0.08%,
cargo will be rejected.
ii) For excess Sulphur
At the rate of 5 (five) US Cents per dry metric tonne for each
0.01% excess of 0.05%. If S content exceeds 0.08%, cargo
will be rejected.
iii) For excess Silica (SI02)
At the rate of 5 (five) US Cents per dry metric tonne for each
0.5% in excess of 2.0%. If SIO2 content exceeds 2.5%,
cargo will be rejected.
iv) For excess Alumina (AL203)
At the rate of 5 (five) US Cents per dry metric tonne for each
0.5% in excess of 3.0%. If AL203 content exceeds 4.0%,
cargo will rejected.

v) For excess TiO2

At the rate of 5 (five) US Cents per dry metric ton foreach
0.1% in excess of 0.3%. If TiO2 content exceeds 0.5%,
cargo will be rejected.

C. SIZE PENALTY

Seller Buyer 3
 0-10 mm & above 50 mm exceeds 10%, a penalty of US dollar 0.2
per wet metric ton shall be applied to such excess quantity of such
undersize ore, fractions pro-rata.

CLAUSE 6 PAYMENT

1) Letter of Credit
Within 5(five) banking days after signing this contract and seller’s
issued Performance Bond(PB) draft, the Buyer shall open
Irrevocable, transferable, Confirmed documentary Letter of
Credit at sight in favor of the Seller for an amount in U.S. Dollars
sufficient to cover 100%(one hundred percent of the shipment
value to be made for 100% payment.

2) Performance Bond
The Seller shall establish the Performance Bond (PB) in favor of
the chartered party within 7 (seven) days of signing the contract and
the receipt of L/C after the signing of the contract covering
2.0% of the LC value as the Bank Guarantee.

Procedure to establish PB;

If the serious breach event occurred by the Seller, the bond to be

paid to the Final Buyer by the chartered party by negotiation.
If Seller has prepared the goods at the dock and the chartered
vessel fails to arrive on schedule, the loss to be borne by Buyer.
The vessel to be chartered by the Buyer for the Seller and the
Seller is responsible to all the shipment at the loading port.
The issuing bank of PB shall be leading bank recognized by
Indonesian and confirmed by Buyer. If Seller can not perform
contract and/or supply cargo to Buyer within the delivery period in
accordance with the contract, the Buyer is entitled to draw
payment against performance Bond as penalty. The format of such
Performance Bond shall comply with ANNEX A and subject to
buyer’s final confirmation. Performance Bond shall come into force
when it was issued to Buyer’s bank.The said L/C shall be payable
100% at sight to the seller’s bank account against full set of
documents as stipulated in clause 7 with any bank in Indonesia by
negotiation with sight draft on-board. The weight certificate issued
by PT. SUCOFINDO INDONESIA of ship’s draft together with the
certificate of analysis of sample and of the percentage of the free
moisture loss at 105 degrees centigrade issued by PT.
SUCOFINDO INDONESIA shall be basis for seller’s original
invoice

Buyer’s Bank:
COMPANY :
BANK :
Address :
Seller Buyer 4
 Phone : 61
Fax : 82-2-593-8290, 82-2-594-8985
Account No. : 30-004611-281
Swift Code : KOEXKRSE
Account Name : C.P.T. CO., LTD

PB issuing Bank should be:

Seller’s Bank:
COMPANY : CV. SINAR ALAM CEMERLANG
Bank Name : Bank Mandiri Tbk, Banjarmasin Branch Office
Address : Jl. Lambung Mangurat, Banjarmasin
Phone : +62- 511
Fax : +62- 511
Account No (IDR) : 031-000-513768-5
Swift Code : BEIIIDJA
Account Name : CV. Sinar Alam Cemerlang

CONDITIONS UNDER L/C

(i) The L/C shall be issued by Prime Bank.
(ii) L/C shall allow for 5% more or less in value and quantity.
(iii) Charter party bills of lading acceptable.
(iv) Third party documents / Shipper acceptable except for
Draft & Invoice.
(v) Partial shipment not allowed.
(vi) Trans-shipment not allowed.
(vii) LC is valid for 90 days after the buyer received L/C.(LC ON)
(viii) If results of chemical composition, moisture and physical
properties are beyond the percentage as stipulated under description of goods, the
price adjustment or rejection as per LC is to be made against the invoice for
drawing.

PROCEDURE
1) The Seller and the Buyer will exchange the Draft PGB
and Draft LC within 5 days from the signing date of Contract.

2) Within 5(five) banking days after signing this contract, the

Buyer shall open Irrevocable, transferable, Confirmed
documentary Letter of Credit at sight in favor of the Seller for
an amount in U.S. Dollars sufficient to cover 100%(one
hundred percent of the shipment value to be made for
100% payment.

3) Within 7(seven) banking days, from the date of receiving the

L/C from the buyer, the Seller shall issue in favor of the
Buyer a unconditional Performance Guarantee Bond
equivalent to 2% (two percent) of the sale price.

A) PAYMENT
Seller Buyer 5
 The said LC shall be unrestricted for negotiation by any bank
against Seller’s draft payable at sight for 100% of the value of
this shipment accompanied by the documents as stipulated in
Clause 7. Small typographical errors and mistakes are
acceptable.

The weight certificate issued by PT. SUCOFINDO INDONESIA

survey of ship’s draft together with the certificate of analysis of
sample and of the percentage of the free moisture loss at 105
degrees centigrade issued by PT. SUCOFINDO INDONESIA
shall be basis for seller’s original invoice.

CLAUSE 7 DOCUMENTS
Seller shall provide buyer through negotiating to opening bank for
reimbursement of sale proceeds with the following documents:

A) Complete set of “Clean on Board” shipped Bill of Lading made out

to order, bank endorsed marked “freight collect” notifying the party as stipulated in
the L/C.

B) Original Invoice in one original and four copies indicating the

contract number, L/C number, name of carrying vessel.

C) Certificate of Quality and Certificate of Weight of contracted

goods in one original and three copies each issued by PT. SUCOFINDO
INDONESIA at loading port. Certificate of quality to show actual result of the test of
chemical composition and all other tests called for in this contract.

D) Certificate of Origin in one original and three copies to be

endorsed / issued by chamber of commerce and industry of the export country and
detailing loaded quantity, commodity, carrying vessel.

CLAUSE 8 WEIGHING
At the loading port Seller shall, at seller’s expenses, determine the
weight of shipment of ore by draft survey. The weight of ore as
ascertained and certified together with PT. SUCOFINDO
INDONESIA analysis certificate shall be basis of seller’s original
invoice.

CLAUSE 9 SAMPLING AND ANALYSIS

At the loading port, the Seller shall, at buyer’s expense, appoint PT.
SUCOFINDO INDONESIA to determine the specification of ore
content in each shipment, and shall provide a certificate showing
details of the determination and also the percentage of free moisture
loss at 105 degree centigrade. The load port certificate is final for
quality and weight for Original Invoice. In case of iron ore quality

Seller Buyer 6
 differs with contract basis with PT. SUCOFINDO INDONESIA
examination before loading, the buyer has right to refuse loading.

CLAUSE 10 NOTIFICATION OF ARRIVAL

Buyer shall advise Seller at least 14 (Fourteen) days in advance of
the estimated date of arrival of the vessel at Loading Port specifying
the type of vessel and hatch division.
The seller shall arrange for the master of the vessel to notify buyer
three notices of ETA of the vessel at the discharge Port. The first of
such notice will be given 10 days prior to the ETA of the vessel, the
second to be given 48 hours prior to the ETA and the third to be
given 24 hours prior to ETA.

CLAUSE 11 ADVISE OF SHIPMENT

Seller shall, upon completion of loading, advise Buyer within 48
hours by cable/telex/fax of the contract number, name of vessel,
name of commodity, gross weight, and loading date.

CLAUSE 12 LOADING RATE AND LOADING CONDITION

A) The vessel is to be nominated by Buyer. Vessel is to be a single
deck/bulk carrier, with 4 (four) cabins at least, maximum 30 (thirty) years of age,
geared with 4 (four) cranes of minimum 15 (fifteen) tons each and specially geared
with grabs for Iron Ore with a minimum of 3 (three) CBM grabbed capacity each.
The Buyer has to advise the Seller of the vessel’s particulars such as vessel
name; capacity of the crane; number of cabin, flag and position etc. The Seller
after studying the ship particular of the nominated vessel, must inform to the Buyer
whether she/ he will accept or reject, latest 2 (two) working days after the
information given by the Buyer.

B) Iron Ore shall be loaded to Buyer’s nominated vessel at 5.000 MT

PWWDSHINC. Lay time shall not commence twelve (12) hours after the vessel
tenders NOR, unless loading is sooner commenced in which case time actually
used for loading shall count as lay time WIBON. In the event the seller is unable to
load the cargo upon vessel’s arrival and tendering NOR as above, seller will be
liable for all losses including dead freight, demurrage, etc.

C) Should the buyer be unable to fulfill the equipment list as

stipulated in clause 13.A above, the buyer should nominate vessel that must be
approved by the seller in order for the seller to be able to load 5.000
MT/PWWDSHINC.

D) The Demurrage Rate shall be as per CP terms and Dispatch Rate

is half of Demurrage.
Demurrage / dispatch calculation shall be made on the basis of
“Statement of Fact” signed by the Master / Owner’s agent at
loading port.

E) Notice of Readiness (NOR) shall be tendered by the master or

the vessel’s agent or by Chatterers by telex / fax / email at the nominated loading
Seller Buyer 7
 port / anchorage, anytime during normal office hours between 08:00hrs and
17:00hrs, from Monday through Friday and between 08:00hrs and 13:00hrs on
Saturday and Sunday and holidays Included, when the vessel is in all respect
ready to load and is in free pratique.

F) Buyer shall give notice to Seller at least 10 (ten) days prior to the
expected date of arrival of the nominated vessel suitable for loading at the Loading
Port.

G) During bad whether or high seas, vessel should be provided with

Baltic Moor which is stem wire or strong rope connect by shackle to anchor chain
to keep loaded barges/safe from sea well.

H) First opening and last closing of hatches, opening and closing of

hatches because of raining or bad weather, stop loading because of no electricity /
power stop loading because of no light during night loading and stop loading
because of breakdown of winches will not count as lay time.

I) If the seller for any reason at the loading port can not ship or
causes delay on the shipping time, then demurrage cost incurred will be borne by
seller.(USD20’000.00/day)

J) If the seller for any reason at the loading port can speed up the
shipping time, then dispatch money would be paid to the seller.

CLAUSE 13 FORCE MAJEURE

If at any time during the existence of this contract either party is
unable to perform whole or in part any obligation under this contract,
because of war, hostility, military operation of any character, civil
commotion’s, sabotage, quarantine restriction, acts of Government,
fire, floods, explosions, epidemics, strikes or other labor, embargoes
including all natural calamities the date of fulfillment of any obligation
shall be postponed during the time when such circumstances are
operative.

Any waiver/ extension of time in respect of the delivery of any

installment or part of the goods shall not be deemed to be waiver /
extension of time in respect of the remaining deliveries. If operation
of such circumstances exceeds three months, either party will have
the right to refuse further performance of the contract in which case
neither party shall have the right to claim eventual damages. The
party which us unable to fulfill its obligations under the present
contract must, within 15 days of occurrence of any of the
circumstances preventing the performance of the contract. Certificate
issued by a Chamber of Commerce or any other competent authority
connected with the cause in the country of the Seller or the buyer
shall be sufficient proof of the existence of the above circumstances
and their duration. Non-availability of material will not be an excuse
to the Sellers for not performing their obligations under this contract.

Seller Buyer 8
CLAUSE 14 ARBITRATION
All disputes or differences whatsoever arising between the parties
out of or relating to the construction, meaning and operation or effect
of this contract or the breach thereof shall be settled by the
International Chamber of Commerce (ICC) in Singapore and the
award made in pursuance thereof shall be binding on the parties.
The venue of arbitration proceedings will be Singapore.

CLAUSE 15 NON-DELIVERY & DELAYED DELIVERY

Should the seller fail to effect delivery on time as stipulated in this
contract owing to clauses other than force majeure as provide for in
clause 15 of this contract, the buyer shall have the right to cancel the
contract and confiscate the performance bond or, alternatively, the
seller my, with the buyer consent, postpone delivery on payment of
penalty to the buyer Penalty shall be charged at the rate 0.5% of the
total value for every 10 days, odd days, odd days less than 10 days
should be counted as 10 days. Odd days over 10 days should be
counted as exact days. The total penalty shall no exceed 2% of the
total value of the cargo involved. The delay of shipment must not
exceed 30 days after the latest shipment date of this contract.

CLAUSE 16 CLAIM
The buyer may make a claim against the seller with the certificate
issued by buyer. All the relative expenses shall be in the account of
the seller. If the seller does not give the answer within ten days after
receipt of the above mentioned claims, it is regarded that the seller
has accepted the claims.

CLAUSE 17 TITLE AND RISK

The Title with respect to each shipment shall pass from Seller to the
Buyers when Seller receives reimbursement of the proceeds from
the opening bank through the negotiation bank against the relative
shipping documents as set forth in Clause 7 after completion of
loading on board the vessel at loading port, with effect retrospective
to the time of delivery of ore.

All Risk of loss, damage or destruction respecting the ore delivered

shall pass to Buyer’s at the time of discharge of the Ore from the
loading devices into the vessel.

CLAUSE 18 LOSS OF CARGO

In the event of partial loss of cargo, the Bill of lading weight and the
analysis carried out by Seller at the loading port shall be treated as
final.

CLAUSE 19 AMENDMENT OF THE CONTRACT

Any amendment or modification to this contract shall be made in
writing and subject to confirmation by the contracting parties.

Seller Buyer 9
CLAUSE 20 LICENSES
It is the responsibility of the supplier to arrange for Export License if
any from Indonesia Government Authority and it is the responsibility
of the buyer to arrange for Import License, if any, as per the
regulations of People’s Republic of China and measures of automatic
License permission for Iron Ore Import.
The Seller undertakes to give the copy of the License along with the
L/C.

In witness whereof this contract is made in triplicate on this day of September 14 , 2007
and the duly authorized representatives of the Seller and the Buyer having signed on
this day. Retained one copies each.

BUYER SELLER

................................................... Mr. Akhmad Gunawan

Director Vice Director
Authorized Signatory Authorized Signatory

Seller Buyer 1