SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.

: bmv1413/2012 Date: 8th August 2012 This Sale and Purchase contract made and entered into this for the supply of Iron Ore Fines of grade 63+% Fe content (rejection below - 62.5% Fe) by and between: SELLER Company Name Address Represented By Telephone Fax Mobile Email BUYER Buyer Address Phones Fax Branch off Contact person 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 on the terms and conditions stated below: BMV ENGINEERING TRADING COMPANY 1-5-135, KOTHAPET HYDERABAD B PRADEEP KUMAR 04024057899 04024047899 9160239508, 9000330324 bmvgroup.hyd@gmail.com AND

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012

Terms & Definitions Used In This Contract In this contract, the following terms are used and the meanings or terms or explanations provided against each shall mean the same as the terms. Where ever the terms are not explained, it is deemed that they are used in the perfect sense of Mercantile Business Transactions and shall mean the same. Chemical formula or symbols as per the Mendeleevs periodic table wherever used shall mean the same as their chemical name.

A. Ore means Iron Ore of Indian Origin.

B. INR means the currency of the government of India freely transferable from and payable to an external account. C. Wet Basis means ore in its natural wet state. WMT means Wet Metric Ton

D. Dry Basis means ore dried at 105 degrees Centigrade. DMT means Dry
Metric Ton. E. Wet Basis means Ore in its natural state. WMT means Wet Metric Ton. F. SGS means Societe Generale de Surveillance, SGS INDIA PVT LTD.

G. MT means Metric Ton.

H. Max means maximum, Min means Minimum.

I. L/C means Letter of Credit issued by bank.

J. Rock means any Rly Rake Sellers Initial

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 CLAUSE 1 Commodity: Iron Ore Fines, Fe Content 63%+ with Rejection Below 62.5%. Country of Origin: Rock of Loading: CLAUSE 2 QUANTITY, DELIVERY PERIOD & LOAD PORT Total Quantity: 40,000 DMTs (+/- 10% at Sellers option). Delivery: The delivery of the total quantity of iron ore fines shall be completed within 40 days +/- 5 days and upon respective arrangement of RLY rake by the buyer and after the receipt of the Buyers confirmed, irrevocable revolving, non transferrable LC for the 100% of the quantity.e 40000MT at the Sellers banking counter, acceptable to Seller. Load Rly Rake: CLAUSE 3 CHEMICAL & PHYSICAL SPECIFICATIONS Chemical Composition (on Dry Basis) Iron Fe Silicon Dioxide - SiO2 Aluminum Oxide - Al2O3 Phosphorus - P Sulphur S Moisture % of Composition 63.5% Min 3.5% Max 3.5% Max 0.07% Max 0.07% Max 8.00% Max Comment Rejection below 62.5% Rejection above 4.5% Rejection above 4.5% Rejection above 0.08% Rejection above 0.08% At 105 Degree Centigrade Physical Composition (On Wet Anywhere At Odisha and Jarkhand. It is the responsibility of India. Rly Rake at Odissa and Jarkhand.

buyer to arrange the RLY RAKE and to place it at sellers loading point.

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 basis): Size above 10 mm Size below 10 mm Size below 0.15 mm CLAUSE 4 BASE PRICE AND TOTAL AMOUNT

10% Max 90% Max 35% Max

A. Base Price: INR 2,800/- (Indian Rupees Two Thousand Eight Hundred
Only) per Dry Metric Ton, loaded into racks near mines railway siding, buyer has to arrange on Fe 63%+ content in respect of iron ore fines, with rejection below 62.5%. The price is exclusive of any Export Duty. Any such duty and transpiration to be on Buyer account. CLAUSE 5 PRICE ADJUSTMENT A. For Fe Content In respect of the material of iron ore fines which does not meet the Fe specifications as set forth in Clause 3 of this contract, the Base Price referred to in Clause 4 of this Contract, shall be adjusted in accordance with Fe content as determined pursuant to the provisions of Clause 9 as follows: BONUS/ PENALTY The Base price shall increase at a rate of Rs. 25/- per Dry Metric Ton for each 1.0% Fe content above 63.0%, fractions pro-rata.

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 The Base price shall reduce at a rate of Rs. 25/- per Dry Metric Ton for each 1.0% Fe content below 62.5% up to and including 62.00%, fractions pro-rata. If Fe content falls below 62.5%, the Seller and Buyer Shall negotiate in an amicable way to achieve a mutually agreed price settlement. If no settlement can be reached, the Buyer shall have the right to reject the Cargo. B. For Other Elements If the shipment does not meet any of the chemical compositions other then Fe provided in Clause 5A as finally determined in accordance with the provisions of Clause 9, the base price shall be decreased as follows, fraction pro-rata: A. For Excess Phosphorous (P): At the rate of INR 2.00/- per Dry Metric Ton for each 0.01% in excess of 0.09% B. For Excess Sulphur (S): At the rate of INR 2.00/- per Dry Metric Ton for each 0.01% in excess of 0.09%

C. For Excess Silica (SiO2):

At the rate of INR 2.00/- per Dry Metric Ton for each 0.1% in excess of 4.50 %

D. For Excess Alumina (Al2O3):

At the rate of INR 2.00/- per Dry Metric Ton for each 0.1% in excess of 4.50 % C. For Size

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 If the shipment does not meet the physical specifications, the base price shall be decreased as follows, fractions pro-rata:

1. INR 2.00/- per MT on Natural Basis Fraction Pro-rata shall be applied

to the quantities of iron ore fines above 10 mm in excess of 10%.

2. INR 2.00/- per MT on Natural Basis Fraction Pro-rata shall be applied

to the quantities of Fines below 150 microns in excess of 35%. D. For Excess Moisture

The free moisture content at 105 degrees centigrade shall not exceed the respective guaranteed maximum as set forth in Clause 5 herein above. In the event that the free moisture loss at 105 degrees centigrade as finally determined in accordance with the Clause 5 exceeds the guaranteed 10% maximum, seller shall pay to buyer the cost of the moisture over 10% as per contracted price or fulfill the difference by material. CLAUSE 6 PAYMENT

A. After the signing of the contract by both the parties, the Buyer
shall open 100% confirmed, irrevocable, Non Transferable, Revolving LC at sight for every rake

B. LC will be cleared 80% upon rake loading confirmation given by

the seller at the loading point and the rest of the 20% will be cleared after Inspection at the unloading point of the buyer. And

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 the process of payment is respectively same for every rake loaded.

C. All fees and expenses for opening the Revolving LC for every rake
with the opening bank including charges for confirmation of the L/C shall be borne by the Buyer. All fees and expenses other than the bank charges aforesaid which arise outside the bank at which this L/C is established shall be borne by the Seller. After the contract is signed and the Revolving LC for every rake LC as stated in point (A),of clause 6, has been opened in favour of the Seller, the Seller shall start delivering and unloading the iron ore fines at railway siding nearest to the mines . The Seller shall nominate a reputed Inspection Agency at his own cost for the analysis of the iron ore fines at sellers nominated mining plot. The grade of iron ore fines ascertained and certified by SGS India Private Limited or its equivalent agency shall be the basis of Seller's invoice.

CLAUSE 7

DOCUMENTS FOR PAYMENT

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 For payment, the Seller shall, as soon as possible and practical after at sellers load point documents in respect of each days delivery: A. DOCUMENTS L/C for every rake PAYMENTS:

1. Invoice for L/C for every rake

2. Certificate of Quality in respect of the Fe content of iron ore fines

3. Certificate of Weight obtained from Railways or reputed weigh

bridge.

After completion of sampling for analysis by SGS India Private Limited or its equivalent agency appointed by the Buyer for physical analysis, composition and free moisture content, the samples taken for the chemical analysis shall be divided into 4 (Four) equal parts and sealed separately. The Seller and Buyer shall each retain one such sealed sample for their respective analysis if required, and, the third sample to be retained for umpire purpose.

CLAUSE 10 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 charger, civil commotion, sabotage, quarantine

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 restriction, acts of god, fire, floods, explosions, epidemics, closure of port, strikes or other labor troubles, embargoes, then 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 in 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 either party shall have no right to claim eventual damages. The party, which is unable to fulfill its obligations under the present contract, must within 15 days of occurrence of any of the causes mentioned in this clause inform the other party of the existence of the circumstances preventing the performance of the contract. CLAUSE 11 TERMINATION Under Force Majeure, either party shall have the right to terminate this Sales Contract at any time, by giving three (3) months prior written notice to the other party. Neither Party shall be responsible to the other for any costs or damages resulting from the termination of the Sales Contract. CLAUSE 12 ASSIGNMENT

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 The Seller has the right to assign this contract to any of his associate company/ies by duly informing the Buyer in writing to facilitate the smooth execution of this contract. However, such assignment shall not absolve the Seller from his contractual obligations to perform this contract to the Buyer. CLAUSE 13 GOOD FAITH In entering into this Sales Contract, the parties recognize that it is impracticable to make provision for every contingency that may arise in the course of the performance thereof. Accordingly the parties hereby declared to be their intention that this Sales Contract shall operate between them in accordance with the best Endeavour (without prior recourse of arbitration) to agree on such action or caused of the same. CLAUSE 14 CONFIDENTIALITY Each party hereby agrees that it party shall at all times use best endeavor to keep confidential and to ensure that its respective employees and agents shall keep confidential on any confidential information which it or they may acquire in relation to this sales contract or affairs of the other parties to this sales contract and shall not use or disclose such information except with the consent of the other party or in accordance with the order of a court of competent jurisdiction. CLAUSE 15

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 NOTICE Any communication referred to in this contract shall be in writing and will be sent by Registered Airmail and/ or by Telex, Cable, Fax, E-Mail on the address mentioned in this contract. CLAUSE 16 ARBITRATION Any dispute, difference, controversy or claim (hereinafter called the dispute Arising between Seller and Buyer in connection with this contract or the Interpretation, performance or nonPerformance thereof Termination, or validity thereof, may be discussed between the parties with a view to resolving the dispute amicably. In the event that either of the parties concludes in their absolute discretion that no progress is made in reaching such resolution, then the parties shall submit to arbitration in India (Hyderabad) as per jurisdiction. As in force and as may be amended by the rest of this clause. Arbitration shall be final and binding on the parties and there shall be no further right of appeal. All cost relevant to or / and Incurred from, arbitration shall be borne by the losing party. CLAUSE 17 AMENDMENT TO THE CONTRACT

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 Any amendment or modification to this contract shall be made in writing and subject to conflation by the contracting parties and be considered as an integral part of this contract. Exchange over e-mail is acceptable and valid. CLAUSE 18 INCO TERMS For all the terms and conditions not covered in this contract, and any further additions or amendments shall apply.

CLAUSE 19 EXECUTION OF CONTRACT Each of the parties to this contract represents that it has full legal authority to execute this contract and that each party is to be bound by the terms and conditions as set forth therein. CLAUSE 20 GOVERNING LAW This contract shall be governed by and construed in accordance with the Laws of Republic of India and the parties agree to submit to the non- Exclusive jurisdiction of the court in India.

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012

BANKING DETAILS DETAILS OF SELLERS BANK Bank Name Address Account Number Account Name RTGS Code Bank Tel Bank Fax E- Mail Bank Officer OREINTAL BANK OF COMMERCE
9-1-129/1, OXFORD PLAZA,S.D ROAD, SECUNDERABAD, INDIA

10411011002049
BMV ENGINEERING TRADING COMPANY

Mr Sharma (General manager)

DETAILS OF BUYERS BANK Bank Name Address Account Number Account Name RTGS Code Bank Tel Bank Fax

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012 E- Mail Bank Officer

CLAUSE 22 SPECIAL NOTE Buyer and Seller recognize that circumstances may arise which could not have been foreseen at the time this agreement was entered in to. Both the parties agree that they will exert their best efforts to solve any difficulties due to any unforeseeable circumstances in the spirit of mutual understanding and collaboration In Witness whereof this contract is made in duplicate on this 28th day of July,2012,and the authorized representative of the Seller and the Buyer having duly signed on this day and exchanged by hand as a legally binding document. Retained one copy each

SELLER For and On Behalf of

BUYER For and On Behalf of

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SALE & PURCHASE CONTRACT FOR IRON ORE FINES ON LOADED INTO RAILWAY RAKES Contract No.: bmv1413/2012 Date: 8th August 2012

Authorized Signatory (s)

Authorized Signatory (s)

Note:-This Contract will be valid only after inspection of Company Persons and SGS Report or any authorised agency for grade confirmation.

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