SALES AND PURCHASE CONTRACT AGREEMENT

Contract Number: TC-PJT 0833286

DRAFT CONTRACT USED RAIL

Between:
The Seller:
Company : xxxxxxxx
Address : xxxxxxx
: xxxxxxx
Tel : xxxxxxx
Fax : xxxxxxx
Email : xxxxxxx
Mobile : xxxxxxx
And
The Buyer:
Company : Atagul Insaat Ithalat Ihracat Sanayi Ve Ticaret Ltd Sti
Address : xxxxxxx
: xxxxxxx
Tel : xxxxxxx
Fax : xxxxxxx
Email : xxxxxxx
Mobile : xxxxxxx

Mr. Franz Greinberger the CEO of (Seller’s Company), hereinafter referred to

as the Seller, on the one hand, and Mr. Muhammed Ozcan hereinafter referred
to as the (Position) for ATAGUL INSAAT and Mr. Philip Xavier referred as the
Representatives/mandate for seller on the other hand, have concluded the
present contract on the following:

WITNESS: WHEREAS, the Seller desires to sell used rails to the Buyer, which the
Buyer desires to purchase on the terms and conditions set forth in this
Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and
conditions set forth herein and other good and valuable consideration, the
sufficiency and adequacy of which are hereby acknowledged by the parties, it is
agreed as follows:

Product supply: USED RAIL R50 R65

Origin: Guinea, Africa
Total Contract Quantity: 2,880,000mt (+- 5%)
Contract: 30,000 x 8 Shipment x 12 month
Contract Unit per MT: USD 225/mt CIF

First Trial Shipment: 5000mt (+- 5%)

Trial Shipment Price: USD 240/mt CIF

Cutting Measures: Cut to Max. 1.0m in Length

Packaging: Bulk Vessel
Destination port of discharge: CIF ASWP - To be Advice by Buyer

Contract No: ---------------- Page 1 26/01/2010

Seller Sign: Buyer Sign:

 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286
Performance Bond: 2% PBG by seller to activate the Buyer’s DLC.

ARTICLE 1: DEFINITIONS
For purposes of this Agreement, the terms set forth below shall be defined as
follows:
1.1"the Buyer" means, the party buying commodity from the Seller.
1.2 "Effective Date" shall have the meaning ascribed in the first paragraph of this
Agreement.
1.3 "Notice of Dispute" shall have the meaning ascribed in Article 13.2.1 below.
1.4 "Exclusive Seller" means the sole Seller to whom the Buyer sells used rails
1.5 "Preferred Buyer" means a Buyer that is Seller's Buyer of first choice. Seller
shall, in good faith, give the Preferred Buyer the first opportunity to meet Seller's
requirements, which may be dictated by customer requirements.
1.6 "Purchase Order" shall have the meaning ascribed in Article 3.1 below.
1.7 "Purchase Price" shall have the meaning ascribed in Article 2.4 below.
1.8 "Seller" means the party selling used rails to the “Buyer” means the buying
party
1.9 "Territory" means Africa
1.10 "USD" and "Cents" means respectively Dollars and Cents in the freely
transferable lawful currency of the United States of America.

ARTICLE 2: COMMODITY, QUALITY AND SPECIFICATIONS, QUANTITY, UNIT

PRICE AND TOTAL AMOUNT

2.1 COMMODITY:
2.1.1 Used Rails R50-R65 (Cut to Max. 1.0M) classified as scrap. Composed of
used steel scraps for steel making. (hereinafter referred to as "the commodities")

Origin: Guinea, Africa.

2.1.2 Quality The commodities are free from intense chemical corrosive,
deleterious and dangerous materials, radiation and contamination, sealed gas
cylinders and any other sealed containers and any explosive materials, bombs,
fire arms and ammunitions, non-ferrous and non-metal materials, and
inflammable materials, pig iron and electrical motor, severe dirt, oil and Garbage.
2.1.3 Purity: Dust and impurities are not more than 0.3% (point three) of total
weight.
2.1.4 Right to Ban or refuse to accept: The Buyer and/or Buyer government and/
or the authorities of destination country has the right to ban and/or refuse to
accept the said commodities if it contains any banned material or the aforesaid
conditions in Articles 2.1.2 & 2.1.3 is violated.

2.2 DESCRIPTIONS AND SPECIFICATIONS:

2.2.1 Chemical Composition of the steel scrap: International Standards as follows:
Mn: 0.60 ?1.05; C: 0.54 ?0.82; Si: 0.18 - 0.12; S: 0.04Max; P: 0.035Max; As: 0.01%
Max of Mass Share; AND Cr: Residual.

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 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286
2.2.2 Specification: Used Rail: R50 (51.67KG/Meter) ?GOST 7173-55 R65
(64.72KG/Meter) ?GOST 8161-75 Size & Weight: Length: 12M to 12.5 M; Width:
5.5 inches; Weight: 437.5Kg.

No fishplates or steel pieces or bolts are attached to the used rails. All rails are
clean and straight. No pitting. Only atmospheric rust. No heavy rust.
2.2.3 Rails length: The seller have to cut the rails to the length of 1.0 meters max
before shipment.

2.3 QUANTITY
2.3.1 Used Rail: R50 (Metric Ton Weight) or more (for shipping tolerance).
R65>(Metric Ton Weight) or more (for shipping tolerance).
First Trial Shipment: 5000mt, followed by Contract shipment: 30,000mt X 8
shipment X 12Month (Metric Ton Weight)(+/- 5%).

2.4 PURCHASE PRICE

2.4.1 Purchase price or unit price shall be USD$240.00/mt CIF ASWP for the First
Trial Shipment and USD225.00/mt CIF ASWP for the Monthly contract shipment.
2.4.2 Incoterms 2000 : CIF basis for any safe ports (hereinafter called port of
discharge).
2.4.3 The seller thereby undertakes to load the cargo on to the vessel and shall be
responsible for the safe arrival of the cargo until its final destination.

2.5 VALUE OF THE CONTRACT:

2.5.1 The total value of the first shipment of the contract will be (5,000 MT x
US$240 )
USD 1,200,000.00 ( +/-5%) American dollars

2.5.2 To total value of the contract will be (240,000mt x USD$ 225.00 x 12

months)
USD$ 648,000,000.00 (+/-5%). American dollars

ARTICLE 3: ORDERING PROTOCOL.

3.1 After signing the agreement the Buyer shall order commodities from the Seller
by submitting a written purchase order, (the "Purchase Order"), on a regular
basis, specifying the type of commodities and its quantity to be purchased, the
agreed purchase price and the total amount payable to Seller for such order.
3.2 Purchase Orders may be submitted by facsimile. An order from Buyer shall be
considered to be accepted by Seller when the Purchase Order has been signed by
an authorized officer or representative of the Buyer and Supplier has provided
Buyer with written notification that such order has been accepted.
3.3 Buyer shall not be responsible to pay all taxes, duties and any other fees or
assessments which may be assessed or imposed on the commodities by state or
local governmental authority except those imposed at the unloading or
destination port as a result of the purchase.

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 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286
ARTICLE 4: PAYMENT TERMS
4.1.1 Buyer shall make payment to the seller by:
● First Shipment - Irrevocable Non-transferable Documentary Letter
of Credit (DLC) payable at sight (loading Port)
● Second order onwards – Irrevocable Revolving Non-transferable
Documentary Letter of Credit payable at Sight (Loading Port)
4.1.2 Buyer shall send the payment instrument advice to seller's bank within Five
(5) days from date of the Final Contract received.
4.1.3 Upon confirmation the payment instrument by the seller's bank, the seller
will issue 2% PBG to activate the non operative DLC.
4.2.1 Certificate of Quality & Quantity or Pre- shipment Inspection Certificate: 01
original, 03 copies survey report on quantity, weight and quality, non-radioactivity
and exclusion of arms and ammunitions, and the Sellers will undertake to conduct
SGS inspection at the loading port on their own responsibility and issuing of SGS,
CCIC will beat Sellers expense.
4.4.2 Certificate of Origin: 01 original and 03 copy issued by a competent
authority in the country. The Seller shall affect the insurance for not less than
110% of the contract value of each order covering W.P.A risks. Insurance to be
covered by seller from the time the goods are loaded on vessel.

4.4.2a Clause 4.1. Made and pay against full documents as stated below:
1. Original packing lists, Original Commercial Invoice, Copy of Bill of Lading.
2. Original Draft Survey report issued by SGS at loading port.
3. Original Quality Certificate issued by SGS at loading port.
4. Original Certificate of Original issued by Chamber of Commerce.
5. ISM highest-class registration certificate of carrying vessel.
6. Original Per- Shipment inspection Certificate issued by SGS.
7. One copy of seller’s/Beneficiary including courier receipt certifying that a
full set of non-negotiable Shipping documents.
8. CIQ report of Quality and Quantity at unloading port.(At buyer Expense)

The Seller and buyer agreed that seller shall nominate a financier (Bank)
that will finance the project and receives the financial instrument on
behave of the seller

4.5.1 (Seller Bank):

Bank Name: Caixa Geral de Depositos Alenquer
Address: Rua de Triana nº11, 2580-373 Alenquer Lisboa, Portugal.
Account No: PT50 0035 0039 0002 9531 7307 7
Swift Code: CGDIPTPL
Bank Account Name: World Trade Êxit Unipessoal Lda.
Bank Phone No.: 263-730-340
Bank Fax No.: 263-711-377
Bank Officer: Jose Ribeiro

4.5.2 (Buyer Bank)

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 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286
Bank Name: xxxxx
Address: xxxxxx
Account No: xxxxxx
Swift/Sort Code: xxxxxxx
Bank Account Name: xxxxxxx
Bank Phone No.: xxxxxxx
Bank Fax No.: xxxxxxx
Bank Officer: xxxxxxx

ARTICLE 5: PACKING
5.1 Packing: CUT IN SMALLER SIZE BUNDLE INTO 5 TONS EACH AND MAKE THE
SHIPMENT IN BULK

ARTICLE 6: TERMS AND CONDITIONS OF LOADING AND DELIVERY

6.1 First shipment shall be made and delivered by the seller within 30-45 days
from date seller receive the buyer’s payment instrument confirmation from sellers
bank.
6.2 The seller shall inform the Buyer exact time of departure of vessel at loading
port.
6.3 Advice of shipment: The Seller shall advise the buyer by fax mentioning the
contract No., name of commodity, weight, invoice value, invoice number, name of
vessel, B/L No. Itinerary/ routing and estimated time of arrival at port of discharge
and loading date, within 72 (seventy two) hours prior to departure.
6.4 The performing vessel should be accepted by the buyer before being
chartered by the Seller. The Seller shall undertake to ship the contracted goods
from the loading port to the destination port on a direct steamer with no
transshipment allowed. The contracted goods shall not be carried by a vessel
flying the flag of the countries/ regions, which the Seller do not accept.
6.5 The Seller shall advise the Buyer on the particulars of the vessel, such as
vessel name, capacity of the crane, number of cabin, flag, and position etc. Vessel
is to be accepted by the buyer within one working day of nomination.
6.6 The Buyer has the right to appoint his representative to be stationed in the
site and/or visiting loading port(s) to observe the inspection and loading operation
of the commodity during the contract.
6.7 When the vessel reaches anchorage of discharge port, "Notice of Readiness"
to be tended in ordinary office hours to the Buyer by the Seller.

6.8 Partial Shipment: Not Allowed unless Mutually agreed before hand.
6.9 Transshipment: Not Allowed
6.10 Loading Port Terminals: To be advised – Seller's Choice.
6.11 Discharging Port: Destination port of buyer choice

6.12 ON-DELIVERY AND PENALTY:

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 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286
6.12.1 Should the Buyers fail to effect delivery on time as stipulated in this
Contract owing to causes other than Force Majeure as provided for in Article 7 of
this Contract, the Sellers shall have the right to cancel the relative quantity of the
contract.
6.12.2 If the Buyer has fulfilled the contracted terms, but the Seller has not
fulfilled the contract terms, the buyer should submit a written notice to the Seller
within 15 (fifteen) working days. If Seller fails to rectify in 15 (fifteen) working
days after receiving the notice, the Buyer has the right to terminate the contract
and claim compensation, the total amount of compensation should be 3 times of
the expenses incurred.

6.13 The Seller has to guarantee his SGS registration for the operation.
6.14 The inspections of SGS or similar on origin will be pay by the Seller and the
inspections of SGS or similar on destiny will be pay buy the buyer.

ARTICLE 7: FORCE MAJEURE

7.1 Neither party shall be liable for any default due to any Act of God, war, strike,
lock-out, industrial action, fire or other event beyond the reasonable control of
either party. In case of Force Majeure, the Seller shall not be held responsible for
delay in delivery of non-delivery, but should inform the Buyer immediately by fax
and mail a certificate issued by government authorities or Chamber of Commerce
as evidence thereof. If the shipment is delayed over one month as the
consequence of the said Force Majeure, the buyers shall have the right to cancel
this contract.

ARTICLE 8: PREFERRED SELLER AND EXCLUSIVE BUYER

8.1 The Seller shall be the non-exclusive Seller but Preferred Seller to the Buyer of
used rail in the Territory.
8.2 The Buyer shall be the exclusive Buyer to the Seller of used rail worldwide.
8.3 The Seller hereby irrevocably undertakes not to sell the said commodities to
any other buyer directly or indirectly.

ARTICLE 9: NON-DISCLOSURE.
9.1 The Buyer and the Seller, each hereby acknowledges that as a result of the
relationships established by this Agreement, each of them may have access to or
may become aware of trade secrets, processes and/or confidential, non-public
information regarding the other party (hereinafter "Confidential Information") and
that such confidential Information is a valuable and unique asset of such party.
The Buyer and the Seller each hereby agrees to treat all Confidential Information
with the same degree of care with which it treats its own confidential information,
and not to disclose, in whole or in part, any Confidential information to any other
person, firm, corporation, association or other entity unless required by law or
regulation or order of a court of competent jurisdiction. The Buyer and the Seller
each also agree not to use the confidential information of the other except as
permitted under this Agreement. The parties agree hereby not to misuse each
other’s confidential information to promote its own interests at the expense of the
other.

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 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286

9.2 The parties hereby accept and agree to the I.C.C. Convention on Non-
Circumvention and Non- Disclosure with regard to all the parties involved in this
transaction, additions, renewals, and third-arty assignments with full reciprocation
for a period of five (5) years from the date of execution of this Contract. This duty
is in accordance with the International Chamber of Commerce Convention [ICC
500].

ARTICLE 10: RELATIONSHIP OF PARTIES.

10.1 The relationship between the Buyer and the Seller is that of independent
contractors. Neither party, nor its agents and employees, shall under any
circumstances be deemed an agent or representative of the other and neither
shall have authority to act for and/or bind the other in any way, or represent that
it is in any way responsible for acts of the other. This Agreement does not
establish a joint venture, agency or partnership between the parties.

ARTICLE 11. CORRESPONDENCE/ COMMUNICATIONS/ NOTICES:

11.1 The communication/ correspondence between parties can be carried out by
fax or E-mail; it also could be carried out by phone in a very urgent case but must
be confirmed afterwards by fax or e-mail.
11.2 All notices, requests, demands, consents, rejections, amendments, additions,
acceptance, or any other communication required or allowed to be given shall be
sent by e-mail, fax, telephone, or courier mail to the parties. However, faxes and
photocopies of documents shall be accepted in lieu of copies but not in lieu of
originals.

ARTICLE 12. SIGNING AGREEMENT.

12.1 It is agreed that both parties, "the Seller" and "the Buyer" shall sign this
Contract Agreement upon agreement of all the clause stated herein and the Buyer
shall arrange for payment and must be effected within five (5) days from the day
of signing contract or the hole contract will be canceled.
12.2 Both parties shall short sign at the bottom of each page of this AGREEMENT.
12.3 All Appendixes are the integral parts of the present Contract and shall have
the equal force as the Contract itself, provided both parties sign at the bottom of
each page.
12.4 All amendments, supplements and alterations to the terms and conditions of
the present Contract shall be made in written form and signed by authorized
representatives of both parties to become the integral parts of the present
Contract and shall have the equal force as the contract itself.
12.5 Notice: Any notice, request, demand, or other communication that is
required or permitted under this Agreement shall be deemed properly given if it is
deposited in the mail, certified, return receipt requested, and properly addressed
to the buyer and seller.

ARTICLE 13: GOVERNING LAW & ARBITRATION.

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 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286
13.1 This Agreement shall be governed and interpreted by the laws of the
international chambers commerce. In case that any dispute or controversy arises
out of or in relation to this Agreement between both parties shall be settled
amicably but, in case of failure, these disputes or controversies shall be finally
Settled in Switzerland by arbitration in accordance with International Commercial
Arbitration Association where the award shall be final binding upon the parties
hereto.
13.2 Dispute Resolution: Any disputes that may arise under or concerning this
Agreement, including but not limited to any dispute concerning the enforceability
or interpretation of any provision herein, shall be resolved as follows:
13.2.1 If a dispute arises under this Agreement, any party may give written notice
to the other that it desires to meet in person to attempt to resolve the dispute
("Notice of Dispute"). Within thirty (30) days after service of a Notice of Dispute,
appropriate representatives of the parties shall meet in person and attempt in
good faith to resolve the dispute.
13.2.2 If the parties fail to reach a resolution of a dispute within thirty (30) days
after service of the Notice of Dispute, either party may request arbitration. Such
request shall be in writing, served on the other party ("Notice to Arbitrate").
13.2.3 Within ten (10) days after receipt of the Notice to Arbitrate, the receiving
party shall designate an arbitrator, acceptable to both parties. If the parties
cannot agree on an arbitrator or either party disagrees with the decision of the
arbitrator, either party may commence proceedings in accordance with the law of
either country.

ARTICLE 14: DIVISIBILITY.

14.1 If any provision of this Agreement is found to be prohibited by law and
invalid, or for any other reason if any provision is held to be unenforceable, in
whole or in part, such provision shall be ineffective to the extent of the prohibition
or unenforceability without invalidating or having any other adverse effect upon
any other provision of this Agreement

14.2 Entire Agreement: This Agreement, including the documents and the
instruments referred to herein and attached hereto, constitutes the entire
agreement between the parties relating to its subject matter and supersedes all
prior or contemporaneous negotiations or agreements, whether oral or written,
relating to the subject matter hereof. No extension, modification or amendment of
this Agreement shall be binding upon a party unless such extension, modification
or amendment is set forth in a written instrument, which is executed and
delivered on behalf of such party.

ARTICLE 15: COMPENSATION FOR NON-COMPLIANCE:

15.1 The terms of this contract agreement both parties, the Buyer and the Seller,
explicitly obligated, in the event of its breach of contract and/or non-compliance
of the contract, the party at fault, to pay to the other party a compensation of 5 %
(five per cent) of total purchase price of one month purchase order.

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 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286
15.2 All remedies provided in this Agreement are cumulative and not exclusive
and may be exercised in conjunction with any other remedies a party may have in
law or equity.

ARTICLE 16: VALIDITY AND DURATION OF AGREEMENT.

16.1 This contract consists of eighteen (18) articles, in all, and is considered valid
for one year from the Date of Signing by Seller and Buyer and/or right until the
execution, completion and achievement of the primary purposes, for which this
document was made and entered into by both the parties hereto.

ARTICLE 17: TERMINATION.

17.1 The parties to this Agreement shall have the right to cancel the Agreement
effective, by written notice specifying the breach and requiring its remedy within
30 (thirty) days, in the event of one party to the Agreement has substantially
neglected to fulfill the terms and conditions of this Agreement or the obligations
in accordance with it, or is in breach of the terms and conditions of this
Agreement in any other substantial manner and both parties failed to resolve the
dispute under Article 13 of this Agreement and both parties agreed to terminate
the Agreement.
17.2 Both parties shall settle whatever due owes to each other as soon as
possible and no later than fourteen (14) days from the date of decision taken to
terminate the Agreement.
17.3 With the exception of the aforesaid reasons in Article 16.1 this agreement
shall remain irrevocable.

ARTICLE 18: SURVIVING PROVISIONS

18.1 Article 9 of this Agreement shall survive termination and expiration. LET IT
BE KNOWN: that each of the parties have set their hands to this CONTRACT
AGREEMENT, both personally and as representatives or associates of their
companies/ organizations, with full knowledge that each is liable for the remedies
prescribed by law for breach or default of the terms contained herein, to which
each hereby attests that they are fully cognizant; and all statements made are
made and, subject to the penalty of perjury.

IN WITNESS WHEREOF, the parties set their signatures and seals and hereto duly
execute the forgoing instrument in English or cause the same to be executed as
of the date and day hereunder written.
For and on behalf of:

THE SELLER THE BUYER

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 SALES AND PURCHASE CONTRACT AGREEMENT
Contract Number: TC-PJT 0833286

---------------------------------- ----------------------------------
Signature/Seal Signature / Seal
Name: Name:
Title: Title:
Date: Date:

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