Executive Summary 2010 - Network Scrap Metal...

Executive Summary 2010

Network Scrap Metal Corporation

Network Scrap Metal Corporation – Executive Summary – © 2010 All Rights Reserved 2 | P a g e

Table of Contents

Introduction…………………………………………………………………………………………………..……………………………………………………… Page 3

NSMC Offices………………………………………………………………………………………………………………………………………………………… Page 3

The System of Purchasing…………………………………………………………………………………………………………………………………….. Page 4

Terms and Procedures………………………….………………………………………………………………………………………………………………. Page 5

Frequently Asked Questions………………….…………………………………………………………………………………………………………….. Page 7

R50-R65 & HMS1 and 2………………………………………………………………………………………………………………………………………… Page 8

Additional Notes………………………………………………………………………………………………………………………………………………….. Page 9

Rail, HMS, other Scrap metal pictures….……………………………………………………………………………………………………………… Page 10

Iron Ore……………………………………………………………………………………………………………………………………………………………….. Page 17

Chemical composition & SGS Analysis report……………………………………………………………………………………………………… Page 18

Iron Ore pictures……………………………..………………………………………………………………………………………………………………….. 0

Shipping Details………………………………….……………………………………………………………………………………………………………….. Page 24

USA Government Corporation Registration …………………………………………………………………………………….………………Appendix A

NSMC LOI Templates ………………………………………………………………………………………………………………………………………..Appendix B

Security Instruments for Deposit ………………………………………………………………………………………………………………………Appendix C

Proof of Product Terms ……………………………………………………………………………………………………………………………………Appendix D

DES - Delivered Ex Ship …………………………………………………………………………………………………………………………………….Appendix E

Contract Confidence ….……….….………………………………………………………………………………………………………………………..Appendix F

Draft Annual and Spot Contracts …………..….……………………………………………………………………………………………..………Appendix G

United Nations Commission on International Trade Law ……………………………………………………………………………………Appendix H




Introduction

Network Scrap Metal Corporation (NSMC) ― an interna'onal business development and investment management

company provides scrap metal, used rail, heavy metal steel, and iron ore to steel mills and developing nations. The

Chairman, Dr. Samuel Miller, owns 39 yards, 16 iron ore mines in Mexico and other substantial holdings all over the

world. The following companies are privately held chapter "C" corporation in USA and Mexico:

www.networkhosts.com (parent company)

www.networkscrapmetal.com (scrap steel subsidiary)

www.networkoceanlines.com (shipping subsidiary)

Network Hosts Inc. for over 30 years and Network Scrap Metal Corporation can be found registered and as "active" with

last 8 years annual filings at www.sunbiz.org with the state of Florida, USA (Appendix A).

For current pricing, please contact an authorized NSMC agent.

NSMC Offices (Authorized Registered Brokers) are available from http://www.networkscrapmetal.com or

http://www.nscrap.com and agents are as follows:


273 Cedar Run Drive

Orange Park, FL 32003

Dr. Samuel Miller

[email protected]*

Home Office/ Fax: 904-215-7911

Global: Washington DC 202-904-2890

London UK 0203 372 4155

*please only contact Dr. Miller upon approval

from an Authorized NSMC Agent

COSMOS WINDS TRADING

Surrey BC Canada V3X 0A3

Kam Sarang

[email protected]

1.6O4 3O6 3383

SIPS GLOBAL

Hampstead NC 28443 USA

Miles Kath

[email protected]

1.910.202.0655




THE SYSTEM OF PURCHASING

• NHI first learns of material available from the US Department of Commerce, and then sends its teams to verify the

source along with the Government Officials of the hosting country.

• After Verification of the material existence, negotiations take place along with product testing, conformance with

NIST, ISO3000, and many other standards to ensure consistent quality. A fixed price is extended under a term contract

under FOB basis to the hosting country for the material paid on per order basis. Each country has its individual

certifications and registrations under the holding yard name for import and export requirements of the purchasing

countries such as SGS, CCIC, CIQ and AQSIQ.

• After material has been purchased, NHI transfers the material rights to Network Scrap Metal Corporation (NSMC).

There NSMC establishes the necessary product sorting and coordinates the movement of material for anticipated orders

on real-time basis. Then NHI brings in Network Oceanlines (NOL) to arrange that material be placed at primary and

secondary loading ports.

• All material is brought to the loading port where it is again checked for proper weight, material specification, and

quantity by SGS or other third-party inspection company.

• The material is then loaded over the rail of the holding barges. If the port is shallow, flat barges are used and the

material is transferred to deep ocean barges or converted tanker ships at deep moorage. Otherwise, the material is

sorted into the specific covered cargo bays based upon the specific Loading Document.

• When an order is placed within NSMC’s computer system, a loading document is assigned to the Ocean Bill of Lading

and sent electronically to NHI for counter signature. This gives the vessel its “sailing orders” to proceed.

• The price is determined by the FOB price from the country of origin, the inspection fees, transportation fees, loading

port fees, ship acquisition costs, and transportation operation costs over the term of the contract. NSMC and NHI do

not make any money on the material, only on the shipping charges, and terms are fixed specifically for the material

source and the type of financial situation the buyer is purchasing the material under. As such, there are no negotiations

accepted as they are under the best price terms available at the time of presentation.

• All of NSMC’s contracts are written to include a clause whereby if the material delivered is not of the quantity or

quality expected by the buyer, that the entire shipment will be replaced without charge to the buyer. Further, the

delivery made to the buyer is his to keep during the time it takes to replace the shipment. Naturally, should this occur

more than once, NHI will investigate the claim made by the buyer to ensure that it was in fact discrepant resolving

future problems that could occur.

• Network Oceanlines is a subsidiary of NHI, and as such has some of the world’s most advanced communication

equipment on each ship. NOI can track and identify any delays in shipping, and inform the client should there be any

delay or early arrival of any shipment. This is done to coordinate unloading times and minimize the costs to the buyer in

the unload process.

• We realize that from time to time the buyer may need additional material over and above their contract. This can be

accommodated at the same contract price in increments of 30,000 MTW. This increment is necessary as the minimum

load per deep ocean barge is 30,000 MTW.

• NHI and NSMC will never enter into a contract where it is believed that it would not be in all party’s best interest. The

hosting country must be ensured of the buyer’s ability to pay for the materials they receive, Network Oceanlines must

be ensured that it will be paid in a timely manner to provide shipping, and the buyer must be ensured that the material

will arrive in a timely manner of the quality and quantity they are paying for. We never deviate from this process as it

allows for only good business and a lifetime partner.

• NHI and NSMC do not allow onsite inspections by any potential buyers as the logistics do not facilitate this on any

reasonable timeline. We do not control what or who any hosting country will allow within their borders or for what

purpose. We do recognize that in the spirit of good business, paying customers should have the opportunity of site

visits, and arrangements are made to give such visits over the term of the contract as a courtesy.

Executive Summary 2010 Network Scrap Metal Corporation


TERMS AND PROCEDURES All orders must be accompanied by a completed Letter of Intent (LOI) template. (Appendix B; word file available upon request) We offer three contract types: (Appendix C)

1. LC/BG Contract: payment via LC – a one‐time LC processing fee of 2% applicable 2. Annual Contract : payment via LC – TT deposit of 25% to 100% of 1 month’s shipment value required 3. Spot (revolving) Contract : payment against OBOL/Commercial Invoice; revolving Spots with price locked in for term

LC/BG CONTRACT ‐ Procedures (LC payment with 2% LC processing fee) Letter of Credit (payable on demand against Signed Commercial Invoice, Packing Slip and Ocean Bill of Lading) with a one‐time LC processing fee of 2% of the LC value within 5 days of contract signing. The seller does not use an advising bank. PB is 2% of monthly shipping value, corporate PB until LC verifies to a bank bond PB. Inspection documents within 21 days. ANNUAL CONTRACT ‐ Procedures (deposit required via TT) 1) Buyer completes and returns LOI as per the template provided. 2) Seller provides FCO, Full Contract (valid for 3 days), Deposit Invoice and accompanying documentation. 3) Buyer must sign the contract and send to the Seller for signature. The Seller will countersign the contract and send back to the Buyer via email executing the transaction. 4) The Buyer’s Bank issues the operative Letter of Credit under Appendix 6 along with the Deposit (one month shipment) by means of Wire Transfer under Appendix 8 within 5 days of contract execution by both parties. Deposit is backed by 100% Corporate Performance Bond Guarantee. (Appendix D) 5) After reception by Seller of the Letter of Credit and verification that the LC matches the contract terms, the secondary Performance Bond (issued by seller as SBLC or Bank PB of 100%) automatically becomes operative at the time of the first billing to the LC. 6) The First shipment will commence no later than 45 (forty‐five) days from date issued of the operative Letter of Credit. The remaining consignments will be shipped in each 30 (thirty) day periods as defined in the Appendix. 7) Effect of payment for each consignment shall be effected within 3 (three) banking days after receipt by the buyer all documents required for payment. Deposit Example: If total contract value is $90,000,000 USD over 12 months Deposit is $7,500,000 USD Contract Balance is $82,500,000 USD Monthly Deposit credit is $625,000 USD Monthly payment will be $6,875,000 USD **ALTERNATE PAYMENT METHOD** For your added assurance, we accept payment (at a cost of $0.25 per MT each side) through our U.S. Attorney registered with Homeland Security as a disbursing agent insured for errors and omissions. We will provide you verification on our attorney's active status through the North Carolina State Bar website: http://www.ncbar.gov/members/member_directory.asp

Simple procedures: 1. buyer wires the payment to the Attorney 2. seller supplies all docs section 9 of the contract to the Attorney 3. Attorney sends the documents to the buyer, and releases the funds to seller.

Note: A table‐top meeting in Florida to close the deal is welcome. In case of contract termination, 30 days written notice required and the remaining deposit will be credited toward the final monthly shipment.




SPOT CONTRACT - Procedures (payment against documents)

1. Buyer completes and returns LOI as per the template provided.

2. Seller provides FCO, Full Contract (valid for three days) and accompanying documentation.

3. Buyer must sign the contract and send to the Seller for signature. The Seller will countersign the contract and

send back to the Buyer via email activating the Contract and 100% Corporate Performance Bond.

• Payment via TT or Cashier’s Check against Original OBOL and Commercial Invoice

a) The Seller will schedule table top closing in Florida, USA where Seller will exchange the Commercial

Invoice and Original Ocean Bill of Lading for TT/MT103 Unconditional Transfer or Cashier’s Check from

USA bank. This requires a 10% deposit prior to arranging the Table Top Meeting (TTM) with the balance

due at closing. Please contact a NSMC agent to fill out a Letter of Agreement for TTM.

b) After reception by Seller of the Buyer’s funds and verification that the amount matches the contract

terms, the 100% Corporate Performance Bond automatically becomes operative, Original OBOL is

released to buyer and shipping commences.

• Payment via TT against Uncitral OBOL and Commercial Invoice

a) Buyer makes payment via TT/MT 103 Unconditional Transfer. Seller sends Uncitral (digital) copies of

OBOL and Commercial Invoice[legally recognized documents under United Nations Commission on

International Trade Law uncitral.org] to buyer via email.

b) After reception by Seller of the Buyer’s funds and verification that the amount matches the contract

terms, the 100% Corporate Performance Bond automatically becomes operative, Original OBOL is sent

to buyer and shipping commences.

REVOLVING SPOT CONTRACT - Procedures (price locked in for 12 months)

A Revolving Spot Contract is the equivalent of 12 consecutive Spot Contracts with the price locked in over the term. The

procedures are as per above Spot Contract procedures.




FREQUENTLY ASKED QUESTIONS

• Why is there a 1 month deposit required for payment via LC under Annual Contract terms?

The seller has an office full of LC’s that are worthless, even from prime banks such as Bank of America and HSBC. Those

who want to purchase with only LC are generally doing it as a back to back LC, and as such, the monetary amount itself

usually creates a discrepancy. It is impossible to avoid the discrepant document scenario which is usually notified on day

20 of a 21 day LC due to either margin differences or payment terms not mirrored to the originating LC, and there is no

way for the seller to know beforehand if the LC is originating or back to back. If shipment arrives and is unloaded before

discrepancy is notified by the paying bank then seller is out the cost of the material plus shipping and logistics, therefore

NO Letters of Credit are accepted without deposit. This deposit ensures that the first load is paid for.

• Can the Annual Contract deposit be put into escrow or be issued as a BG (bank guarantee)?

No… the purpose of the deposit is so the seller has equitable collateral against the loading expenses incurred as well as

issuance of the Corporate Performance Bond as well as the secondary Bond by the indemnity bank which is not provided

by escrow or BG.

• Will the seller provide proof of past performance? (Appendix D)

Proof of past performance has nothing to do with proof of future performance and will not be provided. In addition, it

also violates the client confidentiality agreement within each contract.

• Are yard/site visits allowed prior to closing?

For liability reasons, yard and site visits are not allowed until the buyer’s fiduciary obligation has been met. Please see

the Proof of Product and On-Site Inspection terms on page 5.

• What is a 100% Corporate Performance Bond Guarantee?

The 100% Corporate Performance Bond Guarantee is in essence the same as issuance of a Stock Certificate or Municipal

Bond covering any deposit or payment received and is fully collectible in the event of contract breach by the seller as it is

contained within the contract. The 100% Corporate Performance Bond Guarantee also applies to and is issued for all

Spot Contracts and Revolving Spot Contracts and is initiated immediately upon signing/countersignature of contract for

receipt of any payments or deposits as per Appendix 5 of the issued contract. NSMC issues a 100% Corporate

Performance Bond Guarantee on all contracts for funds received as deposit for Annual Contracts or payment made for

Spot Contracts and Revolving Spot Contracts. Furthermore, Bank PB or SBLC of 100% is issued by seller on Annual

Contracts once the LC has been received and verified to match the terms within the contract but not issued on Spot

sales due to the rapid shipping times involved.

• Is NSMC in possession of AQSIQ Registration?

Yes, each facility is registered with AQSIQ as “Manufacturer/Yard”. “Manufacturer/Yard” registration with AQSIQ is

withheld and presented only to the port authority for entry (if buyer does not have their own AQSIQ Registration) and is

not given out beforehand so as not to be duplicated, unlike “Broker” registration which is given for verification at the

AQSIQ website. As required by AQSIQ, each facility is independently registered and inspected in compliance with

ISO9000 standards and is in compliance with NIST.




R50-R65 & HMS1/2

COMMODITY: Used Rails (R50-R65) and HMS 1&2 80/20 ratio (ISRI 200-206)

ORIGIN: 39 yards in Central/Western Europe, Romania, etc.

QUANTITY: minimum 30,000 MT - 600,000+ MT per month or spot purchase

PACKING: Loose/Bulk or 2,000-2,500 MT bundles (if applicable)

PRICE: DES quoted upon request - buyer must provide quantity/destination

INSPECTION: SGS, CIQ, CCIC at seller’s expense; buyer’s expense if required at unloading port

SPECIFICATIONS:

USED RAILS

Cut to 1.2 meter lengths (standard) – other lengths available upon request. Cutting fee of $15 applies to size less than

1.0m (0.8m-1.0m). Scrap/Railroad Ferrous Scrap (R50/R65) chemical composition shall be according to:

R50 GOST 7173-75 weight 51.67 kg/meter

R65 GOST 8165-75 weight 64.72 kg/meter

C = 0.54 - 0.82%

Si = 0.18 - 0.40%

Mn = 0.60 - 1.05%

S = 0.04% MAX

P = 0.035% MAX

As = 0.01% MAX OF MASS SHARE

HMS1/2

SCRAP CONSISTS OUT OF A MIX OF MILL SCRAP (STAMPINGS, CUTTINGS, BARS, ETC.), INDUSTRIAL SCRAP (NUTS, BOLTS,

MISC. PIECES, ETC), AUTO AND TRUCK FRAMES AND BODIES, RAILROAD SCRAP (WHEELS, AXLES, PARTS OF

LOCOMOTIVES AND CARRIAGES, ETC.), SHIP SCRAP (FITTINGS, PLATE PIECES, PARTS), CONSTRUCTION SCRAP (PLATE,

BARS, ANGLE PIECES, RODS, STEEL PIPE, ETC.), AND MISCELLANEOUS COMMERCIAL SCRAP (APPLIANCE CASINGS,

FRAMES AND PARTS, ETC.). NON-METAL IMPURITIES TOTAL OF 1% (ONE PERCENT) OR LESS. ALL GOODS SOLD BY THE

SELLER WILL ALSO BE TOTALLY FREE FROM ANY TYPES OF RADIATION, BOMBS, ARMS AND AMMUNITION, MINES, SHELL,

CARTRIDGES, SEALED CONTAINERS, GAS CYLINDERS, EXPLOSIVE SHELLS OR EXPLOSIVE MATERIALS IN ANY FORM EITHER

USED OR OTHERWISE AS PER THE SPECIFICATION BELOW:

HMS 1 - ISRI CODE 200: HEAVY MELTING STEEL. WROUGHT IRON AND/OR STEEL SCRAP ¼ INCH OR STEEL SCRAP ¼ INCH

AND OVER IN THICKNESS. INDIVIDUAL PIECES NOT OVER 60 X 24 INCHES (CHARGING BOX SIZE) PREPARED IN A MANNER

TO INSURE COMPACT CHARGING.

HMS 1 - ISRI CODE 201: HEAVY MELTING STEEL 3 FEET X 18 INCHES. WROUGHT IRON OR STEEL SCRAP ¼ INCH OVER IN

THICKNESS INDIVIDUAL PIECES NOT OVER 36 INCHES X 18 INCHES (CHARGING BOX SIZE) PREPARED IN A MANNER TO

INSURE COMPACT CHARGING.

HMS 1 - ISRI CODE 202: HEAVY MELTING STEEL 5 FEET X 18 INCHES. WROUGHT IRON OR STEEL SCRAP ¼ INCH AND OVER

IN THICKNESS INDIVIDUAL PIECES NOT OVER 60 INCHES X 18 INCHES (CHARGING BOX SIZE) PREPARED IN A MANNER TO

INSURE COMPACT CHARGING.

HMS 2 - ISRI CODE 203: HEAVY MELTING STEEL WROUGHT IRON OR STEEL SCRAP, BLACK AND GALVANIZED, 1/8 INCH

AND OVER IN THICKNESS, CHARGING BOX SIZE TO INCLUDE MATERIAL NOT SUITABLE AS NO.1 HEAVY MELTING STEEL

PREPARED IN A MANNER TO ENSURE COMPACT CHARGING.

HMS 2 - ISRI CODE 204: SAME AS ISRI 203 BUT MAX SIZE 36X18 INCHES.

HMS 2 - ISRI CODE 205: SAME AS ISRI 204 BUT FREE OF SHEET IRON OR THIN-GAUGED MATERIAL.

HMS 2 - ISRI CODE 206: SAME AS ISRI 204, BUT MAX SIZE 60 X 18 INCHES




ADDITIONAL NOTES

The following are additional materials available from NSMC listed by ISRI code. Some materials are not always available

so be sure to confirm availability and request pricing and procedures as they require pre-payment before loading.

ISRI Code No. Description

R50-R65 Rail 12-36m

ISRI 231 Plate, Structural Steel Scrap (P&S)

ISRI 211 Shredded Scrap

• All orders must be in multiples of 30,000 MT (30k, 60k, 90k, 120k, etc.) to facilitate lower logistics costs.

• Used Rails are standard cut to 1.5 meter length (large charge box) and 1.2 meter length (short charge box) and pallet

bundled at 2,000-2,500 lbs. per bundle but can be cut to any length or purchased uncut at 36 meters. Uncut rails can be

bundled up to 2500 MT per bundle (depending on unloading capability at receiving port).

• SGS Report is not to be considered as “condition of payment” or “proof of product” with any transaction or any other

third party inspection agency. For purchases not loaded prior to payment, buyer will receive the full report directly from

inspection agency upon loading of cargo. If buyer is purchasing a Spot already loaded, the inspection agency cannot

send a verifiable report direct without a fresh inspection specifically for the buyer. We cannot and will not release an

un-sanitized inspection report from loading as that would violate the report on board the vessel as per most agencies

policy. The inspection report on board the vessel is valid for port entry under the seller’s name, however, if buyer

wishes for fresh inspection report issued under their name for shipment already on board it must be paid for in advance

at a rate of USD $6.00/MT.

• NSMC uses private shipping and has extremely high security methods deployed (especially given recent events of

hijackings) therefore any demands for Q88, ship registry documents, etc. will not be provided until the buyer’s fiduciary

obligation has been met. NSMC prefers to give clients above satisfactory supply for long term business development, but

we also cannot satisfy buyer paranoia at the expense of the lives of the crews on-board the shipping vessels. These

things will not resolve buyer issues and our experience has shown that clients who continuously want “something more”

before payment end up wanting more and more yet never pay for their goods.

• NSMC Financials may be viewed by going to www.networkhosts.com (parent company of NSMC and NOI) and clicking

on “Bank Information” then “Financials for NSMC”. The main NSMC website is www.networkscrapmetal.com or

www.nscrap.com.

• Broker circumvention is NOT tolerated in any way by NSMC. If we receive direct communication from a broker or

potential buyer, we will not proceed with negotiations and/or contract issuance until all referring parties are properly

identified for the purpose and recognition of intermediary commissions.

• Commissions are on top of root pricing quoted at 50-50 split with owner; Paymaster commission fees $6,000 or 0.1%

whichever is greater split 50/50 each side. Front end loaded commissions will disqualify a broker from collecting back

end commissions from the seller.




Rail




Rail & HMS




HMS 1/2




Other Scrap Metal Types




IRON ORE

COMMODITY: Iron Ore 64.5 Fe (can be blended to any specification 63.0+ Fe)

ORIGIN: Mexico (Loading Port: Guaymas)

QUANTITY: Min. 150,000 MT/month - Max. 4,000,000+ MT/month

PRICE: Quoted upon request / must provide quantity & destination

PAYMENT TERMS: The iron ore is offered under DES or FOB basis.

In 2005, NSMC (Network Scrap Metal Corporation) was approached to review the port limitations of Brazil and

were actively pursuing port developments for Malaysia iron ore mines. It was clearly determined that there would be a

shortfall of iron ore in the market beginning approximately in 2007 and Brazil would not be able to increase its

production to meet those levels. A friend of the mine owner who was an executive at Boeing had just returned from a

trip to Mexico and mentioned that the iron ore mines in Mexico would like for NSMC to invest in their development,

which NSMC actively pursued and started development of the infrastructure.

Having acquired 8 mines under joint development with an additional 8 mines on standby, each mine has the capacity of

delivering 250,000 MT/month. NSMC has available additional crushers positioned by the manufacturer for a rapid

placement within any of the mines to allow them to control the specific quantity for mixing large volumes of ore seeing

as each mine has different specification.

It was pointless to acquire mines unless there was the means upon which to ship the ore. NSMC has worked closely with

the government of Mexico to develop four ports which would facilitate the means to ship over 20,000,000 MT/month.

They have also set up mixing areas that would allow them to blend the ore to meet exact specification

requirements from any buyer. In addition, NSMC has acquired the means to process the ore into any of the three

normal usages of iron ore known as sinter feed fines, lump and pellet. These expansions in Mexico has allowed the top

iron ore owners to work together through Sam Miller and now in a fully co-operative means for client support from over

89 mines. We still continue to develop new mines and financial development in multiple countries outside of Mexico as

well.

Since most buyers have issues regarding the proof of product, we have provided the following photos and test results

from parts of the operations. Please note that we have not disclosed all of the operations and will not do so until the

client has met its fiduciary responsibility under contract. Once the client meets their fiduciary obligation or has provided

deposit of one month shipment value (deposit via TT or LC payable 100% against Signed Commercial Invoice only),

NSMC will personally provide full site visits and allow samples without hesitation.

In September 2010, NSMC offers Joint Venture Iron Ore Mine Development. For particulars, please contact an

authorized NSMC agent. Very serious and qualified inquiries only with liquidity for the investment!




Chemical composition and SGS Analysis Report of sample production run




Iron Ore




SHIPPING DETAILS

All shipping is done via Network Ocean Lines Inc. (www.networkoceanlines.com - private bulk carrier and subsidiary of

NHI). NOI has a variety of converted tanker ships, flat barges, and deep water barges. The smallest shipping vessels

have a cargo capacity of 30,000 MTW while the larger deep water barges can carry cargo in excess of 150,000 MTW.

Deep water barges used primarily for shipping scrap steel are of the following dimensions:

• 450 ft x 250 ft / draft 26 ft

• 450 ft x 150 ft / draft 26 ft

• 350 ft x 150 ft / draft 22 ft

• 250 ft x 150 ft / draft 26 ft

• 150 ft x 75 ft / draft 26 ft

There are a wide variety of barges in use worldwide, and when it comes to ocean shipping NOL uses two.... converted

single hull tankers (some with engine, some without) and deep ocean hopper barges with dehumidifiers. NOI got its

start several years ago buying single hull oil tankers and converting them for hauling scrap and iron ore, that way if a

ship/barge is lost it creates a “reef” rather a “slick”.

The following pictures are an example of one of the barges which are used for transporting scrap steel. The hull caps are

lifted as shown and the scrap is loaded into the hull of the barge.




Appendix A

USA GOVERNMENT CORPORATION REGISTRATION




Appendix B

LETTER OF INTENT FOR ANNUAL CONTRACT

To: an authorized Representative for Network Scrap Metal Corporation

From: company name

street address

city, state/province, country, post code

corporate officer/contact name and position

telephone

fax

email

We, Buyer's Company Name, hereby state and represent that it is our intention to purchase, and we hereby confirm that we are ready,

willing and able to purchase the following commodity as per the specification and in the quantity and for the price as specified in the terms

and conditions stated below. This representation is made with full corporate authority and responsibility of the above stated buyer.

Commodity (ISRI code): xxx

Quantity per month (MT): xxx

Contract Duration (months): xx

Target Price (DES): xxx

Origin: Seller’s choice

Inspection: SGS, CIQ or CCIC at seller’s expense (buyer’s expense if required at unload port)

Unload port: xxx

Additional Unload ports (if required): xxx

Number of days required for LC: xx

Payment: Letter of Credit with deposit via TT for one month shipment value required within 5 days of contract signing, and LC for monthly

payments. This deposit is returned to the Buyer through monthly payment credit over duration of contract.

Ship to Company: xxx

Ship to Address: xxx

Ship to Phone: xxx

Ship to Fax: xxx

We hereby give our permission for the Seller to conduct a Soft Probe of the above Bank Account. The buyer also acknowledges the

following:

• NSMC does not release the vessel information until 72 hours prior to unloading and attempts to obtain that information is

considered an act of terrorism.

• The terms and conditions of the contracts entered into between the parties are not subject to any third-party determination.

• NSMC does not control site visits and does not accept such terms to be included into any fiduciary responsibility.

• The buyer acknowledges that failure to pay for a shipment that has been loaded is deemed an act of financial terrorism

punishable under International Law.

I hereby attest that I have the authority to sign on behalf of Buyer;

Printed Name and Signature: xxx

Corporate Seal: xx

Buyer’s Bank Name: xxx

Bank Street Address: xxx

Bank City & State: xxx

ABA/SWIFT: xxx

Bank Account Number: xxx

Bank Account Holder: xxx




LETTER OF INTENT FOR REVOLVING/SPOT CONTRACT

To: an authorized Representative for Network Scrap Metal Corporation

From: company name

street address

city, state/province, country, post code

corporate officer/contact name and position

telephone

fax

email

We, Buyer's Company Name, hereby state and represent that it is our intention to purchase, and we hereby confirm that we are ready,

willing and able to purchase the following commodity as per the specification and in the quantity and for the price as specified in the terms

and conditions stated below. This representation is made with full corporate authority and responsibility of the above stated buyer.

Commodity (ISRI code): xxx

Quantity per month (MT): xxx

Contract Duration (months): xx

Target Price (DES): xxx

Origin: Seller’s choice

Inspection: SGS, CIQ or CCIC at seller’s expense (buyer’s expense if required at unload port)

Unload port: xxx

Additional Unload ports (if required): xxx

Payment (choose one): �� 1) Payment via unconditional MT103 (TT/wire transfer) or cashier’s check from USA bank in exchange for

Original OBOL and Commercial Invoice at closing in Florida, USA.

�� 2) Payment via unconditional MT103 (TT/wire transfer) remotely against Uncitral (digital) OBOL and

Commercial Invoice, after which Original documents will be couriered to buyer.

Ship to Company: xxx

Ship to Address: xxx

Ship to Phone: xxx

Ship to Fax: xxx

We hereby give our permission for the Seller to conduct a Soft Probe of the above Bank Account. The buyer also acknowledges the

following:

• NSMC does not release the vessel information until 72 hours prior to unloading and attempts to obtain that information is

considered an act of terrorism.

• The terms and conditions of the contracts entered into between the parties are not subject to any third-party determination.

• NSMC does not control site visits and does not accept such terms to be included into any fiduciary responsibility.

• The buyer acknowledges that failure to pay for a shipment that has been loaded is deemed an act of financial terrorism

punishable under International Law.

I hereby attest that I have the authority to sign on behalf of Buyer;

Printed Name and Signature: xxx

Corporate Seal: xx

Buyer’s Bank Name: xxx

Bank Street Address: xxx

Bank City & State: xxx

ABA/SWIFT: xxx

Bank Account Number: xxx

Bank Account Holder: xxx




Appendix C

SECURITY INSTRUMENTS FOR DEPOSIT

The seller’s two instruments (CPB/PB) as security for the Cash deposit

Here are the procedures:

When the Cash has been deposited/transferred to the seller’s bank and clears (TOP 25 Bank this will take max. 30 days

depending upon the buyers banking arrangements!) The Corporate Bond that is active with the signing of the contract

will become cashable with the seller through direct demand once the deposit has been deemed clean and clear. At this

point, the initial ship allocation and/or loading as available is done but not released. After these funds are cleared and

the buyer sends LC is which is verified to match the contract, then seller will issue a Bank Bond in the form of a Backed

by a SBLC Under Uniform Rules of Demand Guarantee (URDG) , ICC 458, this will replace the Corporate Performance

Bond. This gives the seller the performance of the buyer and the buyer the equal protection under bond. The seller is

now able to release the first shipment to the buyer and the OBOL is sent immediately to the buyer.

Now the Bank Performance Bond (PB) stays at 100% of the Deposit amount for the entire term of the contract that is 12

Months or other.

Please note on a 12 month contract the deposit keeps reducing by 1/12th the amount every month and the LC payment

is also 11/12 the monthly shipping value and 1/12 is deducted from the deposit, this will continue until the 12th month

when the Deposit amount will be Zero. On longer term contracts the duration of the contract will reflect the discounted

billing so that on a 60 month contract, at the 60th month the deposit will be zero.

For example, when the 6th month comes and the Deposit balance amount is only 50% of the initial deposit amount.

Even though ½ of the deposit has been deducted in 6 months the PB will remain at 100% of the amount originally

invested.

The PB will be 100 % of the Deposit till the contract is complete, as such time the PB expires!

Hope this makes the buyers see their money is 100% safe and secure.

The seller does not require the buyer’s cash to buy the Steel Scrap he has enough. What he wants is a 100%

commitment as he does the same, with the 100% PB of the deposit amount.




Appendix D

PROOF OF PRODUCT TERMS

NSMC shall provide proof of product by means of an on-site inspection of the material sold under any of its contracts

provided that:

• The buyer has made their deposit in clean and clear funds into the account of NSMC designated by any of its properly

countersigned contracts along with its term Letter of Credit, and;

• The Buyer provides copies of all attending parties’ passports within 72 hours from signature of contract, and;

• The country of loading permits such visitation of each party whose passport has been submitted with the express

understanding that NSMC shall not be held liable under any circumstances as a result from any constraint, delay,

condition or rejection, and;

• The Buyer shall pay for any and all costs incurred for such on-site inspection no matter its origin to be paid

immediately upon presentation of invoice, and;

• Should the Buyer reject any material offered by NSMC, then NSMC reserves the right to show additional material from

any other site it deems appropriate until such time as the material is deemed acceptable by the Buyer, but limited to a

maximum of the sites currently available to NSMC without incurring breech therein of any contract entered into

between the Buyer and NSMC.

• These terms shall not be applicable for any NSMC contract defined as a Spot Contract or contract lasting in duration

for less than three (3) calendar months as re-inspection of a preloaded vessel is cost prohibitive since it would have to

be re-berthed, unloaded, inspected, reloaded and certified for the new load.

• Should the buyer demand third party inspection as Proof of Product on annual contracts then the Buyer shall place

USD 6.00/MTW of their total planned order into NSMC’s account upon the request to pay for such inspection, and such

report will be sent directly to the Buyer upon its completion by inspecting agency.




Appendix E

DES –Delivered Ex Ship (… named port)

Incoterms2000

ICC publication 560 – copies of the full version are available from ICC Publishing

www.iccwbo.org/incoterms/preambles/pdf/DES.pdf

"Delivered Ex Ship" means that the seller delivers when the goods are placed at the disposal of the buyer on board the ship not cleared for import at the named port of destination. The seller has to bear all the costs and risks involved in bringing the goods to the named port of destination before discharging. If the parties wish the seller to bear the costs and risks of discharging the goods, then the DEQ term should be used.

This term can be used only when the goods are to be delivered by sea or inland waterway or multimodal transport on a vessel in the port of destination.

FOB –Free On Board (... named port of shipment)

"Free on Board" means that the seller delivers when the goods pass the ship's rail at the named port of shipment. This

means that the buyer has to bear all costs and risks of loss of or damage to the goods from that point. The FOB term

requires the seller to clear the goods for export. This term can be used only for sea or inland waterway transport. If the

parties do not intend to deliver the goods across the ship’s rail, the FCA term should be used.

CIF –Cost, Insurance and Freight (... named port of destination)

"Cost, Insurance and Freight" means that the seller delivers when the goods pass the ship’s rail in the port of shipment.

Note:

NSMC delivers DES to insure that the customer receives the goods in a timely manner. If an occurrence happens at sea

during shipping, NSMC takes full responsibility and insures that the buyers goods are delivered to the port of

destination. Under CIF terms if an occurrence should happen during the delivery phase, it becomes the buyer’s

responsibility to make claim to recover the cost of the goods; under DES the seller is responsible to provide the goods

into the buyer’s port.




Appendix F

CONTRACT CONFIDENCE

When the client completes the NSMC LOI template it must be returned to the registered agent or broker. Their

information is placed within NSMC’s database and NHI’s computers will then perform several functions. First and

foremost, it verifies the availability of the quantity and pricing of the material ordered, ship allocation and scheduling. If

the order cannot be blocked or allocated for the 3 day acceptance term then the computer system will not accept the

order, otherwise the computer system will then create all the necessary contractual documents while blocking the

material from any other sales to other customers. The appropriate documents will then be sent via email to that

registered agent/broker for submission to your company as confirmation.

When an order is placed that exceeds $1BUSD, the seller is notified automatically so that a financial review of the client

can be conducted as this can be a rather expensive proposition for the seller to absorb while the client is reviewing the

contracts. Some clients have been placed on NSMC’s blacklist or have made previous attempts at acquiring material

where it was found that they did not have sufficient funds to enter a contract. At any time the seller reserves the right to

reject a contract or add terms to a contract that would provide reasonable assurance of performance. Such

modifications of a contract are done through amendments to an existing contract with supersedes clauses. This is the

only method accepted by the seller for any contract changes so as to exactly specify any deviation from the original

contract issued by the computer systems. The seller will not consider any “red line” contract submitted for counter-

signature and rarely reads any that are submitted due to the volume of contracts generated and propensity to miss a

term and condition desired that cannot be fulfilled.




Appendix G

DRAFT ANNUAL and SPOT CONTRACTS

ANNUAL CONTRACT

Contract Number: 12########

Acceptance Expiration Date: September 10, 2010

Contract Date: September 7, 2010, 8:18 am

SELLER: Samuel W. Miller


273 Cedar Run Drive

Orange Park, FL 32003

Home Office/ Fax: 904-215-7911

Global: Washington DC 202-904-2890, London UK 0203 372 4155

BUYER: ABC Example Company

123 Happy Street

Superb City Canada

Voice: 6041234567

Fax: to be provided

Signatory: Rich Lee

Email: [email protected]

I. OBJECT

1.1 The seller herewith sell and the Buyer herewith purchase in accordance with the specifications and quality described in this

contract (hereinafter called "Goods").

1.2 The Specification of the goods is provided in Appendix No. 2 hereto.

II. DELIVERY BASIS AND TERMS

2.1 The Seller shall deliver the goods under delivery of conditions: DES destination in accordance with INCOTERMS-2000.

2.2 Loading Port: Shall be defined in the Delivery Schedule Appendix 3, or as designated by Seller.

2.3 Country of Export: As per Delivery Schedule Appendix 3, or as designated by Seller and Country of Import to be

designated by the Buyer.

2.4 The named Ports of destination: for 30 (thirty) days prior to the beginning of shipment of each vessel, the Buyer will

inform the Seller about port (ports) destination if different.

2.5 Terms of Delivery are included in the Delivery Schedule in Appendix No.3 hereto.

III. QUANTITY OF GOODS

3.1 The unit of measurement in this contract is metric tons of weight (MTW). Months are calendar months according to the

Gregorian calendar.

3.2 Quantity of each shipment is in MTW (+/- 5%) as per Delivery Schedule in Appendix 3.

3.3 The total quantity of to be delivered is shown in the Delivery Schedule in Appendix 3 (+/- 5%).

3.4 The goods will be delivered over 12 calendar months in accordance with Delivery Schedule in Appendix No.3 hereto.

3.5 The quantity of goods will be confirmed on a certificate issued by an independent international survey company, SGS, CIQ

or CCIC at sellers expense. Other quantity inspections at the port of unloading shall be at the buyers expense.




3.6 Weight for invoicing purposes shall be established by the actual net weight. Weight franchise of 0.5% shall be allowed against Bill of Lading weight. In case short/over weight exceeds +/- 5% the Seller/Buyer shall compensate Buyer/Seller for the amount excluding the franchise on the basis of contracted price.

IV. QUALITY OF GOODS

4.1 The good shall conform to the Specifications in Appendix No.2 hereto.

4.2 The quality of the goods will be confirmed by a certificate issued by the independent international survey company which shall be binding on both parties in all respects, including but not limited to the replacement of faulty goods paid for by the seller. Other quality inspections at the port of unloading shall be at the buyers expense.

V. PRICE AND TOTAL AMOUNT OF CONTRACT

5.1 The Buyer shall pay the Seller in United States Dollars "USD" 5.2 The price of goods is as follows:

5.2.1 ISRI 50-65 1.2m is $ XXX.00 USD/MTW billed at $ XXX.xx USD/MTW prior to unloading at 30,000 MTW per month for 12 months.

5.3 The monthly value of deliveries is $ XX,XXX,XXX.xx USD (+/- 5%)(Five Percent) American Dollars.

5.4 The total amount of the contract is about $ XXX,XXX,XXX USD (+/- 5%)(Five Percent) American Dollars.

5.5 The price of goods includes all costs incurred by Seller up to and including delivery basis DES at the destination port except where the contract specifically provides for a cost to be borne by the Buyer, port demurrage charges, tariffs, and export/import fees. The unit price is fixed and firm for any quantity not exceeding the maximum permitted under the contract either delivered or stored (if vessels are delayed by the buyers failure to unload in a timely manner) on or before expiry of the period stated in sub-clause 6.1, or such extended period as expressly provided in this contract or agreed by mutual written understanding.

5.6 The price includes up to 30 days storage and insurance of any consignment in the port of loading.

VI. DELIVERY TERMS AND PARTIES OBLIGATIONS

6.1 The Seller shall deliver the total quantity of goods within 12 months period in accordance with the Delivery Schedule, Appendix No.3 hereto.

6.2 The Seller shall start the delivery of the first consignment in accordance with the Procedure & Terms, Appendix No.1 hereto.

6.3 All provisions included in the Delivery Schedule will be observed by both Buyer and Seller and breaches in the provisions will be subject to penalties as per provisions under clauses 11.0 and 12.0 herein.

6.4 The Parties may agree upon the extension of the delivery period. On this event, the Party responsible for the delays (Seller in delivery or Buyer in unloading) will have to bear the costs for the extension of the validity of the Letter of Credit as well as the costs of storage in the Port of Loading.

6.5 Should the Buyer delay the vessels for loading according to provisions in the delivery schedule or as per sub-clause 8.3 below, the Seller is entitled to store the goods in the port warehouse and get a Warehouse Receipt (WR) to use as cashing document instead of BOL.

VII. DELIVERY ACCEPTANCE OF GOODS

7.1 Under the condition of delivery DES, the Seller and Buyer is obligated to pay charges, however, risk of loss or damage of the goods and any additional charges arising after the transfer of the goods over the hand-rail of a vessel in the port of loading shall pass from Seller to the Buyer only if the buyer is providing supplemental insurance.

7.2 Title for the goods will pass from Seller to the Buyer upon clearance of funds into the Sellers account by means of Clean On Board Blank Endorsed Ocean Bill of Lading marked "Negotiable" and risk if subject to clause 7.1

7.3 The quality and quantity of goods stated in the Bill of Lading, and or WR (Where permitted) shall be conclusive evidence of the quality and quantity of goods delivered.

7.4 No claim(s) against quality or quantity received 30 (thirty) days following receipt of SGS quality or quantity report as appropriate will be taken into consideration or actionable.




VIII. PAYMENT TERMS AND CONDITIONS

8.1 Payment for each consignment in favor of the Seller in the approximate amount of $ XX,XXX,XXX.xx USD American Dollars shall be effected 100% at sight after receipt by the advising bank of all documents required in clause 9.0 and 10 only.

8.2 Type of Bank instrument as payment guarantee: an unconditional, confirmed, documentary, Letter of Credit which shall be issued by the buyers bank defined as Buyer’s Bank directly to the Sellers Bank shown in Appendix 6. Buyer’s Bank shall issue in favor of the Seller 1 (one) Letter of Credit, in accordance with the terms provided in Appendix No.1 hereto. The operative Letter of Credit will be issued on or before September xx,2010 otherwise a breech thereof will be declared

and subject to demand under clause 8.5. 8.3 The Letter of Credit shall be issued in the amount of $ XX,XXX,XXX.xx USD American Dollars with a validity of 12 + 3

months in case of delays unless cancelled by the buyer between 30 and 60 days from date of issue and after the first payment has cleared the sellers bank.

8.4 The text of the Letter of Credit is shown in Appendix No.4 hereto. The final text to be provided by the buyers bank shall be subject to approval by the Seller as a condition of the buyers compliance with the present contract.

8.5 In the event that the Buyer fails to issue the Letter of Credit in compliance with clause 8.1, then payment for the full contract value shall be made 100% at sight of demand upon the buyer without protest as a contract breech.

8.6 The Seller will send documents for each consignment to the Buyer by courier originating from the Sellers offices within 21 (twenty one) banking days from the Bill of Lading Date.

8.7 For the proper performance of the contract and counter guarantee of the Buyers valid Letter of Credit, Seller shall sign the attached Corporate Performance Bond in the amount of $ XXXXXXXX USD American Dollars with a validity of 12 + 3 months in case of delays. The Performance Bond will be the acting instrument immediately from date of reception of the first payment received from the buyers bank then the Sellers bank will issue a Bank Performance Bond naming the buyer as the beneficiary in the amount $ XXXXXXXX.

8.8 Should the Buyer delay the vessel for loading of the Goods per delivery schedule or submitted notification date or within 7 (seven) calendar days following the scheduled date, the Seller is entitled to store the goods in the port at the Buyers expense and risk and receive a Warehouse Receipt (WR) that can be used instead of the Bill of Lading.

8.9 All bank charges related to the issuance of the Letter of Credit are for the Buyers account and all those related to the issuance of the Performance Bond are on the Sellers Account. Bank charges related to the negotiation of either document are for the respective Beneficiary accounts.

8.10 Any extension of the validity of either document will be borne by the side in fault from their extension.

8.11 Spelling and typographical errors and differences of such nature between Bank issued and Beneficiary issued documents shall not be deemed discrepancies provided that the intent of the writer is clear from the context and in such case only UCP500 regulations shall apply at any time.

IX. DOCUMENTS REQUIRED FOR PAYMENT

9.1 The Seller shall provide with each consignment a full set (6/6) Clean on Board Ocean Bill of Lading signed by an authorized representative of Network Oceanlines, signed by the Master and showing vessels stamp and showing "CLEAN ON BOARD", following masters remark are acceptable: Wet before shipment: Loaded from open area: Atmospherically rusty within 21 (twenty-one) days from date of payment.

9.2 Commercial invoice issued by seller: 6 originals and 6 original copies showing Contract Number, description of goods, pieces of bundles of goods, unit price, total amount, gross/net weights of the goods.

X. ADDITIONAL DOCUMENTS FOR PAYMENT

10.1 Quality certificate issued by SGS in triplicate: showing the quality and all required by chemical structure as shown in Appendix No.2 hereto of the goods according to the present content: 3 originals and 3 original copies or if CIQ/CCIC is required by the Buyer then Seller shall arrange all Quality inspections at Sellers expense from AQSIQ/CIQ/CCIC excluding the port of unloading.

10.2 Quantity assay issued by SGS in triplicate, showing the quantity of the goods loaded on board vessel or if AQSIQ/CIQ/CCIC is required by the Buyer then Seller shall arrange all Quantity inspections at Sellers expense from AQSIQ/CIQ/CCIC excluding the port of unloading..

10.3 Original certificate of origin if available: 3 originals and 3 original copies.




10.4 Masters notice, showing description of goods, name of vessel, B/L No. Gross/Net weights of the goods, pieces or bundles of goods, time of arrival, berthing, shipping agent at the destination if available, loading time, release time, signed by Master and port.

10.5 All of the documents including the B/L, invoice, packing list, original certificate and so on has been faxed to the buyer within 7 days after B/L date.

XI. FORCE MAJEURE

11.1 Both sides in this contract will be exonerated from their obligation in case of force majeure event.

11.2 Force majeure is understood as per provisions under ICC500 and means any event such as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring after the conclusion of this contract

and outside the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either sides obligations in this contract.

11.3 The party to this contract whose performance of this contract is prevented by a Force Majeure event must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by the local chamber of commerce and Industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the parties exoneration from contractual obligations under Force Majeure event makes

such notice impossible. 11.4 The performance of either parties obligations will be in such a case postponed with the period of the existence of the Force

Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay.

11.5 Should the delay caused by a Force Majeure event last for more than 1 (one) month the sides will attempt to agree measures to allow contract to continue. Should such an agreement not be reached within 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract.

11.6 The Force Majeure event does not exonerate the Buyer from paying for the goods already delivered under documents in section 9 Bill of Lading.

XII. SELLER LIABILITY

12.1 Goods shall be considered in "full quantity" if within tolerance provided under sub-clause 3.1 and as per delivery schedule. "Date of delivery" shall be the date on the Bill of Lading.

12.2 If Seller fails to deliver full quantity of any consignment, only with the confirmation from the buyer, he has the right to make it complete with the next two consignments.

12.3 Failure to deliver full quantity within extended period will entail penalties at the rate of 0.3% (point three percent) pro rata temporize of the value of the undelivered goods. The total value of the penalties cannot exceed 5% (five percent) of the value of the undelivered goods at which time full breech is declared automatically.

12.4 Should the Buyer decide, at any time during the monthly period of delivery, to take only a partial delivery rather than wait for the full quantity (if the quantity is not already available in port and ready for loading) then the Seller will not be liable for liquidated damages.

12.5 Any sums for which the Seller are liable as penalties for which no provision are made in this contract are made in the Performance Bond are made against invoice issued by the damaged side and by bank transfer within maximum 10(ten) banking days as form the submitted invoice date.

XIII. BUYER LIABILITY

13.1 Any sums which the Buyer are liable as penalties for which no provisions are made in this contract are made against invoice issued by Seller and by bank transfer within maximum 10(ten) banking days as for the submitted invoice date.

13.2 "Scheduled date of Arrival" means date when the vessel should be alongside quay and available to take delivery of the Goods as per both Seller and Buyer mutual notifications and provisions in Appendix No.3 hereto.

13.3 Should the vessel not arrive within 15 (fifteen) calendar days as from scheduled/notified date as a result of delays by the buyer at the unload port, the Buyer will pay the Seller penalties at the daily rate of 0.3% (point three percent) pro rata temporize of the value of undelivered goods but the total amount should not exceed 5% (five percent) of their value.

13.4 Should the vessel not arrive for loading within before stated period as a result of the buyer at the unload port, and the




goods be stored in the port Warehouse the Buyer will be responsible for the payment to the port authorities at the following rates per day over the permitted 30 days:

13.4(a) 31-60 days $ 1.00 USD/day/MTW

13.4(b) 61-75 days $ 1.50 USD/day/MTW

13.4(c) 76-90 days $ 2.50 USD/day/MTW

13.4(d) Over 90 days is not allowed to keep the goods and the port is entitled to sell the goods to cover losses. These details are to be settled between the Buyer and the Port Authorities.

13.5 The payments of the storage costs in port have no connection with the payment penalties which are paid separately to the Seller. 13.6 To make payment in target dates for each consignment shall be effected by within 3 (three) banking days after receipt

by the advising bank of all documents required under clause 9.

13.7 The Buyer undertakes and guarantees that the Letter of Credit within 5 (five) banking days will send to Seller confirmation about issuance of Letter of Credit under the terms of this contract in the favor of the Seller.

XIV. LAW AND ARBITRATON

14.1 The contract is subject to United States Law, ICC rules are to be observed under existing CIGS guidelines and UCC Law will supercede over ICC if in conflict.

14.2 The Seller and Buyer will try to settle all disputes amicably. Either party may serve notice on the other requiring any dispute to be settled within 30 (thirty) days after such notice and, if not settled to refer it to arbitration in accordance with this contract unless breech of payment occurs by the buyer or failure to post the Letter of Credit.

14.3 The arbitration will be heard by one or more arbitrators appointed mutual agreement of the parties and in accordance with the Rules and the Arbitration Act 1996. The seat of arbitration shall be United States of America. The award shall be enforceable in any country, and a Letter Rogatory shall be deemed accepted without contest or protest.

14.4 Should payment not be received when scheduled under this contract and Seller declare breech of contract then Summary Judgment under the Laws of the United States of America shall apply and be deemed automatic for the full contract value and damages claimed therein under UCC law with the authority therein to recover those costs in any country.

XV. CONTRACT TERMINATION

15.1 Either party may terminate the contract should the other side refuse performance of a substantive contractual obligation unless the LC is not posted by the buyer, but excluding refusal cause by a Force Majeure event.

15.2 Notification of termination is to occur within 30 (thirty) calendar days following non-performance of contractual obligations.

15.3 No termination is permitted should any of the sides excuse their obligations within the stated 30 (thirty) days from the notification date.

XVI. ASSIGNMENT

16.1 Any of the sides is allowed to assign the contract or payment instrument in order to secure the performance of its obligations.

16.2 Any assignee or legal successor to either party shall assume all obligations and benefits of the contract.

16.3 Assignment is permitted under mandate issued by the Seller.

XVII. GENERAL PROVISIONS

17.1 Amendments to the present contract shall be valid only if agreed in writing and signed by duly authorized representatives of both sides.

17.2 Correspondence in the course of the ordinary administration of the contract such as but not limited to notification of anticipated delivery dates might be sent by fax, any electronic means or mail. Notices of suspension, termination or to invoke arbitration shall be sent as an advance fax with an original by courier service and shall be deemed delivered on the evidenced date of the facsimile.

17.3 The language of the contract and the correspondence, notices, invoices, certificates, Bills of Lading shall be English.

17.4 The contract comprises the present documents, Appendices and Addendums.




17.5 This contract supercedes all prior negotiations, representations and agreements and it is the sole agreement between the sides for the sale and purchase of the goods.

17.6 The liability towards the other party is limited to penalties, charges, damages and remedies expressly stated in this contract. Neither side shall raise any claim on the other for losses of use, profit or contracts, indirect and consequential loss arising under the law of contract or tort including negligence and breech of duty.

17.7 The Buyer acknowledges that the Seller is an American Corporation who has collateral business agreements with other countries in the performance of this contract including, the quantity and quality of the rate of delivery of goods, the shipment methods deployed in the performance of the contract, the financial exchange of the terms within the contract

and subject to the laws of those countries at all times. 17.8 The Buyer acknowledges that commissions are paid in support of this contract and are paid by the Seller unless the buyer

breeches this contract then commissions shall be paid by the buyer based upon the total contract value. Any commissions, fees, or other such charges above this amount are the responsibility of the Buyer or unless waived by the Buyer to allow

the Seller to be the paymaster for such fees.

XVIII. EFFECTIVE DATE

18.1 This contract shall come into effect when the Buyer and Seller have both initialed and signed the present document and its appendices.

XIX. CONFIDENTIALITY AGREEMENT

19.1 Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the Contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law).

19.2 Buyer shall not use the confidential information provided the Seller in such a way as to:

19.2(a) Circumvent the Seller in the commercial dealings with any and all suppliers under the contract, or

19.2(b) Knowingly do anything to cause the Seller to lose any fees or commissions that are due or may become due under the Seller agreement with the suppliers under the Contract, if any, or

19.2(c) Do anything to circumvent the Seller in such a way as to put Seller at a commercial disadvantage with the suppliers or countries under this Contract.

19.3 Seller shall not use the confidential information provided by Buyer in such a way as to:

19.3(a) Circumvent Buyer in the commercial dealings with the Consignee if introduced by the Buyer, or

19.3(b) Knowingly do anything to cause Buyer to lose any fees or commissions if due or may become due under the present Contract and additional appendices, or

19.3(c) Do anything to circumvent Buyer in such a way as to put Buyer at a commercial disadvantage with a consignee if existing,

19.4 Seller and Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the contract. 19.5 The obligation of confidentiality of the Sellers and Buyer shall remain in force for a period of 5 (five) years from the

date hereof.

19.6 Any breach of these provisions will entail payment of damages to the other party.

XX. NON-CIRCUMVENTION AGREEMENT

20.1 The Parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the Party which made the source available.

20.2 The Parties shall maintain complete confidentiality regarding each others business sources or their identities and shall disclose such only to named Parties pursuant to express written permission of the Party that made the source available.

20.3 The Parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any Party involved in any of the transactions the Parties are desiring or entering into and to the best of their ability and assure each other that the original transaction codes established will not be altered or changed.




20.4 The parties recognize the contract to be an exclusive and valuable contract of the respective Party and they shall not enter into direct negotiations with such contracts revealed by the other party.

20.5 Neither Party shall avoid payment of due fees, commissions and other remuneration in any way whatsoever.

20.6 In the event of circumvention by any party whether directly or indirectly, the circumvented Party shall be entitled to legal monetary penalty as damages, equal to the maximum amount is should make from such transaction and any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages. The circumventing Party renounces to any right that he may have to claim a reduction of this amount.

20.7 All considerations, benefits and commissions received as a result of the contraction of the Parties relating to any of the transactions will be allocated as mutually agreed to.

20.8 Buyer irrevocably binds itself to provide any and all documentation requested by Seller, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.

20.9 Seller irrevocably binds itself to provide any and all documentation requested by Buyer, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.

XXI. DEPOSIT AGREEMENT

21.1 The Buyer shall make his deposit in the amount of $XX,XXX,XXX.xx USD within 5 banking days from signature of this contract by means of Letter of Credit under Appendix 7 or Wire Transfer under Appendix 8.

21.2 The Deposit is applied against the sale price per MTW over the term of the contract resulting in an reduced billing amount of $ XX.xx USD per MTW against the Letter of Credit in Appendix 6.

21.3 Should the Buyer cancel this contract within the 30-60 day time frame from clause 8.3, the deposit shall be applied to the first month shipment, otherwise the deposit shall be applied under clause 21.2.

21.4 The Deposit is a non-refundable deposit applied against the sale price of the goods sold.

XXII. ACTS DEEMED TERRORIST ACTIVITY

22.1 The buyer acknowledges that any attempt to seize, look at, validate, or identify a vessel shall be deemed a terrorist act.

22.2 The buyer acknowledges that failure to pay for any shipment shall be deemed a financial terrorist act.

22.3 The buyer acknowledges that any attempt to locate or enter any facility in connection with this contract without prior written approval is deemed a terrorist act.

22.4 The buyer acknowledges that should a terrorist act be deemed by the seller that any and all attempt to eliminate the threat is authorized to the seller and to recover any costs incurred therein.

The ICC 1993 revision, publication 500 shall apply to this contract as well as INCOTERMS-2000 as

published by the International Chamber of Commerce.

BY SIGNING BELOW THE PARTIES HEREBY ENTER INTO THIS AGREEMENT PROVIDED THAT

THE ACCEPTANCE EXPIRATION DATE HAS NOT PASSED PRIOR TO SIGNATURE

Seller Buyer

Network Scrap Metal Corporation ABC Example Company

Signature/Seal Signature/Seal

Corporate Officer Kam Sarang

Dated: Dated:




APPENDIX No. 1

PROCEDURE AND TERMS

1. The buyer must provide all information within the contract that has been left blank, and replace the words

"Bank" with the name of their Bank if different than recorded.

2. Must sign the contract and send to the Seller for signature. The Seller will sign originals of the contract

and will send back to the buyer via email.

3. The Buyers Bank or Example Bank will be issue the operative Letter of Credit under Appendix 6 along

with the Deposit under Appendix 7 or Appendix 8.on or before September XX,2010.

4. After reception by Seller of the Letter of Credit and verification that the swift matches the contract terms,

the Performance Bond automatically become operative at the time of the first billing.

5. The First shipment will commence no later than 45 (forty-five) days from date issued of the operative

Letter of Credit. The remaining consignments will be shipped in each 30 (thirty) day periods as defined in the

Appendix.

6. Effect of payment for each consignment shall be effected within 3 (three) banking days after receipt by the

Sellers Advising Bank of all documents required for payment.

7. Upon clearance of funds, disbursement of funds received at the advising bank of the Seller to pay

commissions, shipping fees and yard fees shall occur under Sellers mandate

APPENDIX No. 2

SPECIFICATIONS

The Seller guarantee to the Buyer that the Goods delivered under the present Contract will correspond to the

characteristics shown below:

The scrap metal sales consists out of a mix of mill scrap (stampings, cuttings, bars, etc.), Industrial scrap (nuts,

bolts, misc. pieces, etc), auto and truck frames and bodies, railroad scrap (wheels, axles, parts of locomotives

and carriages, etc.), ship scrap (fittings, plate pieces, parts), construction scrap (plate, bars, angle pieces, rods,

steel pipe, etc.) and miscellaneous commercial scrap (appliance casings, frames and parts, etc.). Non-metal

impurities total 1% (one percent) or less. All goods will also be totally free from any types of radiation,

bombs, arms and ammunition, mines, shell, cartridges, sealed containers, gas cylinders, explosive shells or

explosive materials in any form either used or otherwise as per the specification below..

ISRI CODE: 50-65 1.2m - The scrap consists of R50-R65 of Rails as R-50 (51.67 kg/m-GOST-7173-75), R65 (64.72 kg/m-GOST- 8165-75), and Length in 1.2 meters according to INCOTERMS-2000.




APPENDIX No. 3

DELIVERY SCHEDULE

1. The shipments of goods in MTW +/- 5% (five percent) as per specification under Appendix No.2 of this contract will be made from the port of Romania - Constantza; or as designated by the seller upon receipt of an acceptable swift, as follows:

a). The quantity of ship deliveries shall be as follows: Shipto: tba Address: tba

tba tba

Voice: tba Fax: tba

Material: Item Number 1: 30,000 MTW per month of ISRI 50-65 1.2m from Central Europe commencing no later than September 26,2010 with an initial estimated arrival date of September 29,2010 at the port of Country - XX Port, and ending on September

XX,2011

b). The first set of monthly shipments will arrive no later than 75 days from date issued of the operative Letter of Credit. The remaining monthly consignments will be shipped in each 30 (thirty) days from date issued of the operative Letter of Credit.

2. Loading Terms: The seller shall advise the Buyer not less that 30 (thirty) days before the planned delivery of each consignment so that the Buyer may take delivery. The Seller shall immediately notify the Buyer of any change to the delivery date that has been previously notified. The Seller's notification shall contain the following information:

a). Goods type, description, quantity and size b). Date when the vessel should be made available for unloading. c). Port from which delivery should be made for unloading. d). Vessel master is to advise Seller's agent at loading with the following details: vessel's name, flag, age, size, date of arrival,

capacity, no. of hatches, no. of cargo holds, quantity loaded by hold and particulars of vessel readiness to effect cargo through all or part of the hatches.

e). Vessel master shall give 72/36/24 hours final notice of vessel's ETA at port of unloading to Seller's agent at port of unloading. Such notices given during office hrs., WIBON, WIPPON, WCCON, Lay time to commence from 1:00PM, if vessel's notice of readiness to unload is given before noon, and before from 8:00Am next working day, if notice is given after noon.

The rate of unloading is 2,500 MTW for 24hrs unless it is not possible at the discharge port. Time from 17:00hrs on Saturday to 06:00 hrs Monday or from 12:00 hours on Thursday to 06:00 hrs on the day succeeding such holidays are excluded, even if used. Shall the vessel be unloaded at less than average rate, the Buyer shall pay demurrage according to OP conditions, pro-rata for any part of the day.

Demurrage or dispatch at the port of unloading is to be settled by the Buyer within 5 banking days from receipt of vessel's master commercial invoice.

Shall the vessel be required to shift from one berth to another at port of unloading, time used in shifting shall not count as lay time: however, the cost of shifting shall be to the Buyers account. 3. Insurance of Goods for voyage is the Buyer's sole responsibility unless the shipment is done under CIF terms. 4. The Seller shall not be liable under Clause 12 provisions in the extent that the Buyer delays the vessel at unloading port or fail to take delivery or the Seller is otherwise excused of a default by the Buyer or Force Majeure.




APPENDIX No. 4

LETTER OF CREDIT

(ON ISSUING BANKS LETTERHEAD)

ISSUER: Example Bank or Buyers Bank

LETTER OF CREDIT NUMBER:

DATE OF ISSUE:

DATE OF MATURITY:

DATE OF EXPIRATION:

BENEFICIARY: Network Scrap Metal Corporation

We, Buyer’s Bank hereby open our unconditional, irrevocable, confirmed, documentary Letter of Credit

in favor of Network Scrap Metal Corporation for the amount of $ XX,XXX,XXX.xx U.S. Dollars due on sight of

Commercial Invoice and Clean On Board Bill of Lading from the Date of Issue (The Maturity Date).

Payment is available by the Beneficiary's First written demand via Bank Wire System. Demand Hereunder

must be marked drawn under Letter of Credit No: ____________________ Dated _________, ________,

20__. We hereby engage with you that the draft drawn under and in compliance with the terms of this letter of

credit is subject to Uniform Customs and Practices for Documentary Credit (1996 revision) I.C.C. Publication

No. 100/500.

This cable is an operative instrument.

All bank charges in connection with this Letter of Credit are for the account of the applicant.

This Letter of Credit Expires on _________________, ______________, 20__

Example Bank

NAME AND TITLE OF AUTHORIZED

BANK OFFICER

Bank address

Bank City and State/Province

ABA: #######

Account # #########

Account Holder: ABC Example Company

SEAL

SWIFT TEXT:

:40B FORM OF DOCU: IRREVOCABLE WITH CONFIRMATION

:45B/SHIPMENT OF :

ISRI 50-65 1.2m at $ XXX.xx per MTW under DES terms.

:46B/DOCUMENTS REQUIRED: SIGNED COMMERCIAL INVOICE ISSUED BY SELLER IN 3

ORIGINALS AND 3 COPIES SHOWING CONTRACT NUMBER, DESCRIPTION OF GOODS, BILL OF

LADING NUMBER, PIECES OF BUNDLES OF GOODS, UNIT PRICE, TOTAL AMOUNT, GROSS/NET

WEIGHT OF THE GOODS + A FULL SET (3/3) STANDARD OCEAN BILLS OF LADING, MADE OUT

TO ORDER, BLANK ENDORSED, MARKED FREIGHT PREPAID.




APPENDIX No. 5

CORPORATE PERFORMANCE BOND GUARANTEE


273 Cedar Run Drive

Fleming Island, FL 32007 USA

ISSUER: Network Scrap Metal Corporation

PERFORMANCE BOND NUMBER: 1#########

DATE OF ISSUE: September 16, 2010, 6:15 pm

DATE OF MATURITY:

DATE OF EXPIRATION:

BENEFICIARY: ABC Example Company

Dear Sirs,

We have concluded Contract sale-purchase under 1######## with Network Scrap Metal Corporation for the

delivery of goods, according to INCOTERMS-2000. As security for the due performance of the delivery of

goods, an indemnity by a bank shall be furnished amounting to $ XXXXXXXX USD as per provisions in the

contract if not performed within 30 days of receipt of clean and clear funds.

We Network Scrap Metal Corporation herewith irrevocably undertake to pay on your first demand,

irrespective of the validity and the effects of the above mentioned contract and waiving all rights of objection

and defense arising from the said Contract any amount up to $ XXXXXXXX USD upon receipt of duly signed

written request by your side for payment and your written confirmation that Network Host's, Inc has failed to

deliver the ordered merchandise or not delivered such merchandise as specified in the above mentioned

Contract and expires in full and automatically in case your request for payment and your written confirmation

together with Buyer’s Bank confirmation of your signatures are not in our possession on or before that

date. For the purpose of identification, your request for payment and your confirmation hereunder have to be

presented to us through the intermediary of Buyer’s Bank, confirming that the signatures are binding for

your firm.

This indemnity is governed by the ICC rule, place of jurisdiction is United States of America.

This guarantee is valid for 12 months, Upon expiry this guarantee will become null and void and of no

consequence whether returned to us or not.

This Guarantee shall be valid upon receipt of the Letter of Credit assignment issued in favor of Network

Hosts, Inc.

Yours truly,

Corporate Officer


273 Cedar Run Drive

Orange Park, Florida 32003 USA




APPENDIX No.6

GUIDELINE FOR LETTER OF CREDIT

Dear ABC Example Company

Regarding your contract 1########, please ask that your bank issue an irrevocable Documentary

Commercial Letter of Credit in the amount of $ XX,XXX,XXX.xx USD according to the following terms and

conditions.

Beneficiary: Network Scrap Metal Corporation

273 Cedar Run Drive

Fleming Island, Florida 32003 U.S.A.

Payment Terms:

The Letter of Credit must be payable at the counters of the buyers bank.

Payment to be effected in U. S. Dollars .

Draft(s) to be drawn at sight. In the case of time drafts, discount charges are for the account of the buyer.

Documentary Requirements:

The Letter of Credit funds should be available upon presentation of the following documents:

1. Signed Commercial Invoices

2. Ocean Bill of Lading

Other Important Points:

* Shipment and price quotations are DES (ICC 460 Incoterm)

* Partial shipments permitted

* Transhipment not permitted.

* 21 days after the date of shipment must be allowed for presentation of documents to the negotiating bank.

* If a transferable letter of credit is required, the letter of credit must specifically state it is transferable by

Deutsche Bank AG. The letter of credit must also allow for third party documents.

* All banking charges in the U.S. are for the account of the buyer, including reimbursing bank fees in reference

to their Letter of Credit.




APPENDIX No.7

GUIDELINE FOR DEPOSIT LETTER OF CREDIT FOR EXISTING PAYING CLIENTS ONLY


Regarding your contract 1########, please ask that your bank issue an irrevocable Documentary

Commercial Letter of Credit in the amount of $ XX,XXX,XXX.xx USD according to the following terms and

conditions if you are already an existing client only otherwise use Appendix 8.

Beneficiary: Network Scrap Metal Corporation

273 Cedar Run Drive


Payment Terms:

The Letter of Credit must be payable at the counters of the buyers bank.

Payment to be effected in U. S. Dollars .

Draft(s) to be drawn at sight. In the case of time drafts, discount charges are for the account of the buyer.

Documentary Requirements:

The Letter of Credit funds should be available upon presentation of the following documents:

1. Signed Commercial Invoice ONLY

COPYRIGHT (C) 2008 - Network Scrap Metal Corporation - ALL RIGHTS RESERVED

APPENDIX No.8

GUIDELINE FOR DEPOSIT WIRE TRANSFER


Regarding your contract 1########, please ask that your bank to a Certified Check in the amount of $

XX,XXX,XXX.xx USD according to the following terms and conditions or have your Bank Officer contact us

direct for MT103 unconditonal transfers

Beneficiary:

Samuel W. Miller

273 Cedar Run Drive


Account Holder: Samuel W. Miller - Chairman of NSMC

Notify: Samuel W. Miller - NSMC at 904 215 7911

COPYRIGHT (C) 2008 - NSMC - ALL RIGHTS RESERVED




SPOT CONTRACT

Contract Number: 1#######

Acceptance Expiration Date: Sept 17,2010

Contract Date: Sept 14, 2010, 9:22 pm

SELLER: Samuel W. Miller


273 Cedar Run Drive

Fleming Island, Florida 32003 USA

Signatory: Corporate Officer

Home Office/Fax: 904-215-7911

Global: Washington DC 202-904-2890, London UK 0203 372 4155


BUYER: ABC Example Company

123 Happy Street

Superb City Canada

Voice: 6041234567

Fax: to be provided

Signatory: Rich Lee


I. OBJECT

1.1 The seller herewith sell and the Buyer herewith purchase in accordance with the specifications and quality described in this contract (hereinafter called "Goods").

1.2 The Specification of the goods is provided in Appendix No. 2 hereto.

II. DELIVERY BASIS AND TERMS

2.1 The Seller shall deliver the goods under delivery of conditions: DES destination in accordance with INCOTERMS-2000. 2.2 Loading Port: Shall be defined in the Delivery Schedule Appendix 3, or as designated by Seller.

2.3 Country of Export: As per Delivery Schedule Appendix 3, or as designated by Seller and Country of Import to be designated by the Buyer.

2.4 The named Ports of destination: for 30 (thirty) days prior to the beginning of shipment of each vessel, the Buyer will inform the Seller about port (ports) destination if different.

2.5 Terms of Delivery are included in the Delivery Schedule in Appendix No.3 hereto.

III. QUANTITY OF GOODS

3.1 The unit of measurement in this contract is metric tons of weight (MTW). Months are calendar months according to the Gregorian calendar.

3.2 Quantity of each shipment is in MTW (+/- 5%) as per Delivery Schedule in Appendix 3. 3.3 The total quantity of to be delivered is shown in the Delivery Schedule in Appendix 3 (+/- 5%). 3.4 The goods will be delivered over 1 calendar months in accordance with Delivery Schedule in Appendix No.3 hereto.

3.5 The quantity of goods will be confirmed on a certificate issued by an independent international survey company, SGS, CIQ or CCIC at sellers expense. Other quantity inspections at the port of unloading shall be at the buyers expense.

3.6 Weight for invoicing purposes shall be established by the actual net weight. Weight franchise of 0.5% shall be allowed against Bill of Lading weight. In case short/over weight exceeds +/- 5% the Seller/Buyer shall compensate Buyer/Seller for the amount excluding the franchise on the basis of contracted price.

IV. QUALITY OF GOODS

4.1 The goods shall conform to the ISRI codes or Specifications in Appendix No.2 hereto.

4.2 The quality of the goods will be confirmed by a certificate issued by an independent international survey company which shall be binding on both parties in all respects, including but not limited to the replacement of faulty goods paid for by the seller. Other quality inspections at the port of unloading shall be at the buyers expense.




V. PRICE AND TOTAL AMOUNT OF CONTRACT

5.1 The Buyer shall pay the Seller in United States Dollars "USD" 5.2 The price of goods is as follows:

5.2.1 ISRI 200-206 is $ XXX.xx USD per MTW prior to unloading at 30,000 MTW per month for 1 months. 5.3 The monthly value of deliveries is $ X,XXX,XXX (+/- 5%)(Five Percent) United States Dollars. 5.4 The total amount of the contract is about $ X,XXX,XXX (+/- 5%)(Five Percent) United States Dollars.

5.5 The price of goods includes all costs incurred by Seller up to and including delivery basis DES at the destination port except where the contract specifically provides for a cost to be borne by the Buyer, port demurrage charges, tariffs, and export/import fees. The unit price is fixed and firm for any quantity not exceeding the maximum permitted under the contract either delivered or stored (if vessels are delayed by the buyers failure to unload in a timely manner) on or before expiry of the period stated in sub-clause 6.1, or such extended period as expressly provided in this contract or agreed by mutual written understanding.

5.6 The price includes up to 30 days storage and insurance of any consignment in the port of loading.

VI. DELIVERY TERMS AND PARTIES OBLIGATIONS

6.1 The Seller shall deliver the total quantity of goods within 1 months period in accordance with the Delivery Schedule, Appendix No.3 hereto.

6.2 The Seller shall start the delivery of the first consignment in accordance with the Procedure & Terms, Appendix No.1 hereto.

6.3 All provisions included in the Delivery Schedule will be observed by both Buyer and Seller and breaches in the provisions will be subject to penalties as per provisions under clauses 11.0 and 12.0 herein.

6.4 The Parties may agree upon the extension of the delivery period. On this event, the Party responsible for the delays (Seller in delivery or Buyer in unloading) will have to bear the costs as well as the costs of storage in the Port of Loading.

6.5 Should the Buyer delay the vessels for loading according to provisions in the delivery schedule or as per sub-clause 8.3 below, the Seller is entitled to store the goods in the port warehouse and get a Warehouse Receipt (WR) to use as cashing document instead of BOL.

VII. DELIVERY ACCEPTANCE OF GOODS

7.1 Under the condition of delivery DES, the Seller and Buyer are obligated to pay charges, however, risk of loss or damage of the goods and any additional charges arising after the transfer of the goods over the hand-rail of a vessel in the port of loading shall pass from Seller to the Buyer only if the buyer is providing supplemental insurance.

7.2 Title for the goods will pass from Seller to the Buyer upon clearance of funds into the Sellers account by means of Clean On Board Blank Endorsed Ocean Bill of Lading marked "Negotiable" and risk if subject to clause 7.1

7.3 The quality and quantity of goods stated in the Bill of Lading, and or WR (Where permitted) shall be conclusive evidence of the quality and quantity of goods delivered.

7.4 No claim(s) against quality or quantity received 30 (thirty) days following receipt of SGS quality or quantity report as appropriate will be taken into consideration or actionable.

VIII. PAYMENT TERMS AND CONDITIONS

8.1 Payment for each consignment in favor of the Seller in the approximate amount of $ X,XXX,XXX United States Dollars shall be effected 100% upon receipt of funds by the sellers bank then release all documents required in clause 9.0 only.

8.2 Type of Bank instrument as payment guarantee: cash which shall be issued by the buyers bank defined as to be provided

directly to the Sellers Bank shown in Appendix 4. to be provided by means of cash wire transfer, in accordance with the terms

provided hereto. The initial payment will be issued on or before July 20,2010 otherwise a breech thereof will be declared and

subject to demand under clause 8.5. 8.3 The first payment shall be issued in the amount of $ X,XXX,XXX United States Dollars.

8.4 Additional payments are made as shown in Appendix No.4 hereto and shall be subject to approval by the Seller as a condition of the buyers compliance with the present contract.

8.5 In the event that the Buyer fails to make payment in compliance with clause 8.1, then payment for the full contract value shall be made 100% at sight of demand upon the buyer without protest as a contract breech.

8.6 The Seller will send all documents for each consignment to the Buyer within 21 (twenty one) banking days from the Bill of Lading Date by courier or electronic means.

8.7 For the proper performance of the contract and counter guarantee of the Buyers clean and clear funds, Sellers attached Corporate Performance Bond in the amount of $ X,XXX,XXX USD American Dollars with a validity of 1 + 3 months in case of delays shall become active. The Performance Bond will be the acting instrument immediately from date of reception of the first payment received from the buyers bank.

8.8 Should the Buyer delay the vessel for loading of the Goods per delivery schedule or submitted notification date or within 7




(seven) calendar days following the scheduled date, the Seller is entitled to store the goods in the port at the Buyers expense and risk and receive a Warehouse Receipt that can be used instead of the Bill of Lading.

8.9 All bank charges related to the issuance of the wire transfer are for the Buyers account and all those related to the issuance of the Performance Bond are on the Sellers Account. Bank charges related to the negotiation of either document are for the respective Beneficiary accounts.

8.10 Any extension of the validity of either document will be borne by the side in fault from their extension.

8.11 Spelling and typographical errors and differences of such nature between Bank issued and Beneficiary issued documents shall not be deemed discrepancies provided that the intent of the writer is clear from the context and in such case only UCP500 regulations shall apply at any time.

IX. DOCUMENTS DELIVERED AFTER PAYMENT

9.1 The Seller shall provide with each consignment a full set (3/3) Clean on Board Ocean Bill of Lading signed by an authorized representative of Network Oceanlines, signed by the Master and showing vessels stamp and showing "CLEAN ON BOARD", following masters remark are acceptable: Wet before shipment: Loaded from open area: Atmospherically rusty within 21 (twenty-one) days from date of payment.

9.2 Commercial invoice issued by seller: 3 originals and 3 original copies showing Contract Number, description of goods, pieces of bundles of goods, unit price, total amount, gross/net weights of the goods.

9.3 The Seller shall provide a Negotiable Ocean Bill of Lading and signed Commercial Invoice to the buyer by either originals at a table top meeting at the Sellers designated location or by UNCITRAL electronic transfer both against bank wire transfer within 2 banking days of receipt of clean and clear funds

X. DOCUMENTS NOT REQUIRED FOR PAYMENT

10.1 Quality certificate issued by SGS in triplicate: showing the quality and all required by chemical structure as shown in Appendix No.2 hereto of the goods according to the present content: 3 originals and 3 original copies or if CIQ/CCIC is required by the Buyer then Seller shall arrange all Quality inspections at Sellers expense from CIQ/CCIC excluding the port of unloading.

10.2 Quantity assay issued by SGS in triplicate, showing the quantity of the goods loaded on board vessel or if CIQ/CCIC is required by the Buyer then Seller shall arrange all Quantity inspections at Sellers expense from CIQ/CCIC excluding the port of unloading..

10.3 Original certificate of origin if available: 3 originals and 3 original copies.

10.4 Masters notice, showing description of goods, name of vessel, B/L No. Gross/Net weights of the goods, pieces or bundles of goods, time of arrival, berthing, shipping agent at the destination if available, loading time, release time, signed by Master and port.

XI. FORCE MAJEURE

11.1 Both sides in this contract will be exonerated from their obligation in case of force majeure event.

11.2 Force majeure is understood as per provisions under ICC500 and means any event such as fire, explosions, hurricanes, floods, earthquakes and similar natural calamities, wars, epidemics, military operations, terrorism, riots, revolts, strikes, industrial unrest, government embargoes, or other unforeseeable actions occurring after the conclusion of this contract and outside the sides reasonable control and which cannot be avoided by the reasonable diligence that could delay or prevent the performance of either sides obligations in this contract.

11.3 The party to this contract whose performance of this contract is prevented by a Force Majeure event must notify the other party within 7 (seven) days of the effective date of occurrence, which notice is to be confirmed by a certificate issued by

the local chamber of commerce and Industry, including particulars of the event and expected duration. Failure to submit such a notification will prevent the parties exoneration from contractual obligations under Force Majeure event makes such notice impossible.

11.4 The performance of either parties obligations will be in such a case postponed with the period of the existence of the Force Majeure event plus a reasonable period to remobilizing production and shipping. No penalty shall be payable for the duration of this delay.

11.5 Should the delay caused by a Force Majeure event last for more than 1 (one) month the sides will attempt to agree measures to allow contract to continue. Should such an agreement not be reached within 30 (thirty) days from the date of certified Force Majeure event, the sides are entitled to terminate the contract.

11.6 The Force Majeure event does not exonerate the Buyer from paying for the goods already delivered under documents in section 9 Bill of Lading.

XII. SELLER LIABILITY

12.1 Goods shall be considered in "full quantity" if within tolerance provided under sub-clause 3.1 and as per delivery schedule. "Date of delivery" shall be the date on the Bill of Lading.




12.2 If Seller fails to deliver full quantity or quality of any consignment, only with the confirmation from the buyer, he has the right to make it complete with the next two consignments.

12.3 Failure to deliver full quantity within extended period will entail penalties at the rate of 0.3% (point three percent) pro rata temporize of the value of the undelivered goods. The total value of the penalties cannot exceed 5% (five percent) of the value of the undelivered goods at which time full breech is declared automatically.

12.4 Should the Buyer decide, at any time during the monthly period of delivery, to take only a partial delivery rather than wait for the full quantity (if the quantity is not already available in port and ready for loading) then the Seller will not be liable for liquidated damages.

12.5 Any sums for which the Seller is liable as penalties for which no provision have been made in this contract are paid by the Sellers Performance Bond against an invoice issued by the Buyer via bank transfer within a maximum of 10 (ten) banking days from the date the invoice is received by the Seller.

XIII. BUYER LIABILITY

13.1 Any sums which the Buyer are liable as penalties for which no provisions are made in this contract are made against invoice issued by Seller and by bank transfer within maximum 10(ten) banking days as for the submitted invoice date.

13.2 "Scheduled date of Arrival" means date when the vessel should be alongside quay and available to take delivery of the Goods as per both Seller and Buyer mutual notifications and provisions in Appendix No.3 hereto.

13.3 Should the vessel not arrive within 15 (fifteen) calendar days as from scheduled/notified date as a result of delays by the buyer at the unload port, the Buyer will pay the Seller penalties at the daily rate of 0.3% (point three percent) pro rata temporize of the value of undelivered goods but the total amount should not exceed 5% (five percent) of their value.

13.4 Should the vessel not arrive for loading within before stated period as a result of the buyer at the unload port, and the goods be stored in the port Warehouse the Buyer will be responsible for the payment to the port authorities at the following rates per day over the permitted 30 days:

13.4(a) 31-60 days $ 1.00 USD/day/MTW 13.4(b) 61-75 days $ 1.50 USD/day/MTW 13.4(c) 76-90 days $ 2.50 USD/day/MTW

13.4(d) Over 90 days is not allowed to keep the goods and the port is entitled to sell the goods to cover losses. These details are to be settled between the Buyer and the Port Authorities.

13.5 The payments of the storage costs in port have no connection with the payment penalties which are paid separately

to the Seller.

13.6 To make payment in target dates for each consignment shall be effected by within 3 (three) banking days after receipt by the advising bank of all documents required under clause 9.

13.7 The Buyer undertakes and guarantees that the payment within 5 (five) banking days will send to Seller confirmation about the transfer of funds under the terms of this contract in the favor of the Seller.

XIV. LAW AND ARBITRATON

14.1 The contract is subject to United States Law, ICC rules are to be observed under existing CIGS guidelines and UCC Law will supercede over ICC if in conflict.

14.2 The Seller and Buyer will try to settle all disputes amicably. Either party may serve notice on the other requiring any dispute to be settled within 30 (thirty) days after such notice and, if not settled to refer it to arbitration in accordance with this contract unless breech of payment occurs by the buyer within the terms and conditions of this contract.

14.3 The arbitration will be heard by one or more arbitrators appointed mutual agreement of the parties and in accordance with the Rules and the Arbitration Act 1996. The seat of arbitration shall be United States of America. The award shall be enforceable in any country, and a Letter Rogatory shall be deemed accepted without contest or protest.

14.4 Should payment not be received when scheduled under this contract and Seller declare breech of contract then Summary Judgment under the Laws of the United States of America shall apply and be deemed automatic for the full contract value and damages claimed therein under UCC law with the authority therein to recover those costs in any country.

XV. CONTRACT TERMINATION

15.1 Either party may terminate the contract should the other side refuse performance of a substantive contractual obligation unless the initial payment is not posted by the buyer, but excluding refusal cause by a Force Majeure event.

15.2 Notification of termination is to occur within 30 (thirty) calendar days following non-performance of contractual obligations.

15.3 No termination is permitted should any of the sides excuse their obligations within the stated 30 (thirty) days from the notification date.

XVI. ASSIGNMENT




16.1 Any of the sides is allowed to assign the contract or payment instrument in order to secure the performance of its obligations.

16.2 Any assignee or legal successor to either party shall assume all obligations and benefits of the contract. 16.3 Assignment is permitted under mandate issued by the Seller.

XVII. GENERAL PROVISIONS

17.1 Amendments to the present contract shall be valid only if agreed in writing and signed by duly authorized representatives of both sides.

17.2 Correspondence in the course of the ordinary administration of the contract such as but not limited to notification of anticipated delivery dates might be sent by fax, any electronic means or mail. Notices of suspension, termination or to invoke arbitration shall be sent as an advance fax with an original by courier service and shall be deemed delivered on the evidenced date of the facsimile.

17.3 The language of the contract and the correspondence, notices, invoices, certificates, Bills of Lading shall be English. 17.4 The contract comprises the present documents, Appendices and Addendums.

17.5 This contract supercedes all prior negotiations, representations and agreements and it is the sole agreement between the sides for the sale and purchase of the goods.

17.6 The liability towards the other party is limited to penalties, charges, damages and remedies expressly stated in this contract. Neither side shall raise any claim on the other for losses of use, profit or contracts, indirect and consequential loss arising under the law of contract or tort including negligence and breech of duty.

17.7 The Buyer acknowledges that the Seller is an American Corporation who has collateral business agreements with other countries in the performance of this contract including, the quantity and quality of the rate of delivery of goods, the shipment methods deployed in the performance of the contract, the financial exchange of the terms within the contract

and subject to the laws of those countries at all times.

17.8 The Buyer acknowledges that commissions are paid in support of this contract and are paid by the Seller unless the buyer breeches this contract then commissions shall be paid by the buyer based upon the total contract value. Any commissions, fees, or other such charges above this amount are the responsibility of the Buyer or unless waived by the Buyer to allow

the Seller to be the paymaster for such fees.

XVIII. EFFECTIVE DATE

18.1 This contract shall come into effect when the Buyer and Seller have both initialed and signed the present document and its appendices.

XIX. CONFIDENTIALITY AGREEMENT

19.1 Seller and Buyer shall treat information provided by the other party on a strictly private and confidential basis. Seller and Buyer shall take all necessary steps to prevent the others confidential information from being misused or disclosed or made public to any third party except as needed to successfully complete the Contract or to avoid conflicting claims (and except as may be required in accordance with the applicable law).

19.2 Buyer shall not use the confidential information provided the Seller in such a way as to: 19.2(a) Circumvent the Seller in the commercial dealings with any and all suppliers under the contract, or

19.2(b) Knowingly do anything to cause the Seller to lose any fees or commissions that are due or may become due under the Seller agreement with the suppliers under the Contract, if any, or

19.2(c) Do anything to circumvent the Seller in such a way as to put Seller at a commercial disadvantage with the suppliers or countries under this Contract.

19.3 Seller shall not use the confidential information provided by Buyer in such a way as to: 19.3(a) Circumvent Buyer in the commercial dealings with the Consignee if introduced by the Buyer, or

19.3(b) Knowingly do anything to cause Buyer to lose any fees or commissions if due or may become due under the present Contract and additional appendices, or

19.3(c) Do anything to circumvent Buyer in such a way as to put Buyer at a commercial disadvantage with a consignee if existing,

19.4 Seller and Buyer shall keep each other fully informed about the progress of all current and future contract negotiations and about the performance of the contract.

19.5 The obligation of confidentiality of the Selles and Buyer shall remain in force for a period of 5 (five) years from the date hereof.

19.6 Any breach of these provisions will entail payment of damages to the other party.

XX. NON-CIRCUMVENTION AGREEMENT

20.1 The Parties shall not in any manner whatsoever solicit nor accept business from sources or their affiliates that are made available by the other party to this agreement, at any time, without the prior written permission of the Party




which made the source available.

20.2 The Parties shall maintain complete confidentiality regarding each others business sources or their identities and shall disclose such only to named Parties pursuant to express written permission of the Party that made the source available.

20.3 The Parties shall not in any way whatsoever circumvent or attempt to circumvent each other or any Party involved in any of the transactions the Parties are desiring or entering into and to the best of their ability and assure each other that the original transaction codes established will not be altered or changed.

20.4 The parties recognize the contract to be an exclusive and valuable contract of the respective Party and they shall not enter into direct negotiations with such contracts revealed by the other party.

20.5 Neither Party shall avoid payment of due fees, commissions and other renumeration in any way whatsoever.

20.6 In the event of circumvention by any party whether directly or indirectly, the circumvented Party shall be entitled to legal monetary penalty as damages, equal to the maximum amount is should make from such transaction and any and all expenses including but not limited to legal fees that would be involved in the recovery of said damages. The circumventing Party renounces to any right that he may have to claim a reduction of this amount.

20.7 All considerations, benefits and commissions received as a result of the contraction of the Parties relating to any of the transactions will be allocated as mutually agreed to.

20.8 Buyer irrevocably binds itself to provide any and all documentation requested by Seller, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.

20.9 Seller irrevocably binds itself to provide any and all documentation requested by Buyer, immediately and without delay, in connection with the sale/purchase of the aforementioned goods.

XXI. ACTS DEEMED TERRORIST ACTIVITY

21.1 The buyer acknowledges that any attempt to seize, look at, validate, or identify a vessel shall be deemed a terrorist act. 21.2 The buyer acknowledges that failure to pay for any shipment shall be deemed a financial terrorist act.

21.3 The buyer acknowledges that any attempt to locate or enter any facility in connection with this contract without prior written approval is deemed a terrorist act.

21.4 The buyer acknowledges that should a terrorist act be deemed by the seller that any and all attempt to eliminate the threat is authorized to the seller and to recover any costs incurred therein.

The ICC 1993 revision, publication 500 shall apply to this contract as well as INCOTERMS-2000 as

published by the International Chamber of Commerce.

BY SIGNING BELOW THE PARTIES HEREBY ENTER INTO THIS AGREEMENT PROVIDED THAT THE ACCEPTANCE EXPIRATION DATE

HAS NOT PASSED PRIOR TO SIGNATURE

Seller Buyer

Network Scrap Metal Corporation ABC Example Company

Signature/Seal Signature/Seal

Corporate Officer Kam Sarang

Dated: Dated:




APPENDIX No. 1

PROCEDURE AND TERMS

1. The buyer must provide all information within the contract that has been left blank, and replace the words

"Bank" with the name of their Bank if different than recorded.

2. Must sign the contract and send to the Seller for signature. The Seller will sign originals of the contract

and will send back to the buyer via email.

3. The Buyers Bank or to be provided will wire transfer funds and notify the seller of its issuance in his favor on

or before xxx XX,2010.

4. After reception by Seller of the buyers funds and verification that the amount matches the contract terms,

the Performance Bond automatically become operative at that time.

5. The First shipment will commence no later than 75 (seventy-five) days from date of the clean and clear

funds. The remaining consignments will be shipped in each 30 (thirty) day periods as defined in the Appendix.

6. Effect of payment for each consignment shall be effected within 3 (three) banking days of the due date.

7. Upon clearance of funds, disbursement of funds received at the bank of the Seller to pay commissions,

shipping fees and yard fees shall occur under Sellers mandate

APPENDIX No. 2

SPECIFICATIONS

The Seller guarantee to the Buyer that the Goods delivered under the present Contract will correspond to the

characteristics shown below:

All goods sold by NSMC will also be totally free from any types of radiation, bombs, arms and ammunition,

mines, shell, cartridges, sealed containers, gas cylinders, explosive shells or explosive materials in any form

either used or otherwise as per the goods below..

ISRI CODE: 200-206 - ISRI 200 No. 1 heavy melting steel. Wrought iron and/or steel scrap 1/4 inch and over in thickness. Individual pieces not over 60 x 24 inches (charging box size) prepared in a manner to insure compact charging. ISRI 201 No. 1 heavy melting steel 3 feet x 18 inches. Wrought iron and/or steel scrap 1/4 inch and over in thickness. Individual pieces not over 36 inches x 18 inches (charging box size) prepared in a manner to insure compact charging. ISRI 202 No. 1 heavy melting steel 5 feet x 18 inches. Wrought iron and/or steel scrap 1/4 inch and over in thickness. Individual pieces not over 60 inches x 18 inches (charging box size) prepared in a manner to insure compact charging. ISRI 203 No. 2 heavy melting steel.* Wrought iron and steel scrap, black and galvanized, 1/8 inch and over in thickness, charging box size to include material not suitable as No. 1 heavy melting steel. Prepared in a manner to insure compact charging. ISRI 204 No. 2 heavy melting steel.* Wrought iron and steel scrap, black and galvanized, maximum size 36 x 18 inches. May include all automobile scrap properly prepared. ISRI 205 No. 2 heavy melting steel 3 feet x 18 inches. Wrought iron and steel scrap, black and galvanized, maximum size 36 x 18 inches. May include automobile scrap, properly prepared, however, to be free of sheet iron or thin gauged material. ISRI 206 No. 2 heavy melting steel 5 feet x 18 inches. Wrought iron and steel scrap, black and galvanized, maximum size 60 x 18 inches. May include automobile scrap, properly prepared, however, to be free of sheet iron or thin gauged material.




APPENDIX No. 3

DELIVERY SCHEDULE

1. The shipments of goods in MTW +/- 5% (five percent) as per specification under Appendix No.2 of this contract will be made from the port of Romania - Constantza; or as designated by the seller upon receipt of an acceptable swift, as follows:

a). The quantity of ship deliveries shall be as follows: Ship to: to be provided Address: to be provided

to be provided to be provided

Voice: to be provided Fax: to be provided

Material: Item Number 1: 30,000 MTW of ISRI 200-206 from Central Europe commencing no later than September XX,2010 with an initial estimated arrival date of August 28,2010 at the port of Country – XX Port, and ending on August XX,2010

b). The first set of monthly quantity of goods will ship no later than 75 days from date issued of the operative payment. The remaining monthly consignments will be shipped in each 30 (thirty) days from date of first payment.

2. Loading Terms: The seller shall advise the Buyer not less than 30 (thirty) days before the planned delivery of each consignment so that the Buyer may take delivery. The Seller shall immediately notify the Buyer of any change to the delivery date that has been previously notified. The Seller's notification shall contain the following information:

a). Goods type, description, quantity and size b). Date when the vessel should be made available for unloading. c). Port from which delivery should be made for unloading. d). Vessel master is to advise Seller's agent at loading with the following details: vessel's name, flag, age, size, date of arrival,

capacity, no. of hatches, no. of cargo holds, quantity loaded by hold and particulars of vessel readiness to effect cargo through all or part of the hatches.

e). Vessel master shall give 72/36/24 hours final notice of vessel's ETA at port of unloading to Seller's agent at port of unloading. Such notices given during office hrs., WIBON, WIPPON, WCCON, Lay time to commence from 1:00PM, if vessel's notice of readiness to unload is given before noon, and before from 8:00Am next working day, if notice is given after noon.

The rate of unloading is 2,500 MTW for 24hrs unless it is not possible at the discharge port. Time from 17:00hrs on Saturday to 06:00 hrs Monday or from 12:00 hours on Thursday to 06:00 hrs on the day succeeding such holidays are excluded, even if used. Shall the vessel be unloaded at less than average rate, the Buyer shall pay demurrage according to OP conditions, pro-rata for any part of the day.

Demurrage or dispatch at the port of unloading is to be settled by the Buyer within 5 banking days from receipt of vessel's master commercial invoice. Shall the vessel be required to shift from one berth to another at port of unloading, time used in shifting shall not count as lay

time: however, the cost of shifting shall be to the Buyers account. 3. Insurance of Goods for voyage is the Seller's sole responsibility unless the shipment is done under FOB terms. 4. The Seller shall not be liable under Clause 10 provisions in the extent that the Buyer delays the vessel at unloading port or fail to take delivery or the Seller is otherwise excused of a default by the Buyer or Force Majeure.




APPENDIX No. 4

GUIDELINE FOR PAYMENT WIRE TRANSFER


Regarding your contract 1#######, please ask that your bank to a send a Certified Check in the amount of

$ X,XXX,XXX USD according to the following terms and conditions or have your Bank Officer contact us direct

for MT103 unconditional transfer.

Beneficiary:

Samuel W. Miller

273 Cedar Run Drive


Account Holder: Samuel W. Miller - Chairman of NSMC

Notify: Samuel W. Miller - NSMC at 904 215 7911

APPENDIX No. 5

CORPORATE PERFORMANCE BOND GUARANTEE

ISSUER: Network Scrap Metal Corporation

PERFORMANCE BOND NUMBER: 1#######

DATE OF ISSUE: Sept XX, 2010, 9:22 pm

DATE OF MATURITY:

DATE OF EXPIRATION:

BENEFICIARY: ABC Example Company

Dear Sirs,

We have concluded Contract sale-purchase under 1####### with Network Scrap Metal Corporation for the

delivery of steel melting scrap, according to INCOTERMS-2000. As security for the due performance of the

delivery of the goods, an indemnity by a bank shall be furnished amounting to $ X,XXX,XXX USD as per

provisions in the contract if not performed within 30 days of receipt of clean and clear funds.

We Network Scrap Metal Corporation herewith irrevocably undertake to pay on your first demand,

irrespective of the validity and the effects of the above mentioned contract and waiving all rights of objection

and defense arising from the said Contract any amount up to $ X,XXX,XXX USD upon receipt of duly signed

written request by your side for payment and your written confirmation that Network Host's, Inc has failed to

deliver the ordered merchandise or not delivered such merchandise as specified in the above mentioned

Contract and expires in full and automatically in case your request for payment and your written confirmation

together with to be provided confirmation of your signatures are not in our possession on or before that date. For

purpose of identification, your request for payment and your confirmation hereunder have to be presented to

us through the intermediary of to be provided, confirming that the signatures are binding for your firm.

This indemnity is governed by the ICC rule, place of jurisdiction is United States of America.

This guarantee is valid for 1 months, Upon expiry this guarantee will become null and void and of no

consequence whether returned to us or not.

This Guarantee shall be valid upon receipt of payment issued in favor of the Seller.

Yours truly,

Corporate Officer





Appendix H

UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAW

1992 - Model Law on International Credit Transfers

2007 - Promoting confidence in electronic commerce: legal issues on international use of electronic

authentication and signature methods

2005 - United Nations Convention on the Use of Electronic Communications in International Contracts

http://www.uncitral.org/pdf/english/texts/payments/transfers/ml-credittrans.pdf

http://www.uncitral.org/pdf/english/texts/electcom/08-55698_Ebook.pdf

http://www.uncitral.org/pdf/english/texts/electcom/06-57452_Ebook.pdf

State of Florida

Department of State

I certify from the records of this office that NETWORK SCRAPMETAL CORPORATION is a corporation organized under the laws ofthe State of Florida, filed on March 8, 2004, effective March 8, 2004.

The document number of this corporation is P04000043467.

I further certify that said corporation has paid all fees due this officethrough December 31, 2010, that its most recent annual report was filedon September 30, 2010, and its status is active.

I further certify that said corporation has not filed Articles ofDissolution.

Given under my hand and the Great Seal ofFlorida, at Tallahassee, the Capital, this the Firstday of October, 2010

Authentication ID: 600186056466-100110-P04000043467

To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed. https://efile.sunbiz.org/certauthver.html

State of Florida

Department of State

I certify from the records of this office that NETWORK HOSTS INC. isa corporation organized under the laws of the State of Florida, filed onMarch 11, 2003, effective March 11, 2003.

The document number of this corporation is P03000028205.

I further certify that said corporation has paid all fees due this officethrough December 31, 2010, that its most recent annual report was filedon October 12, 2010, and its status is active.

I further certify that said corporation has not filed Articles ofDissolution.

Given under my hand and the Great Seal ofFlorida, at Tallahassee, the Capital, this theTwelfth day of October, 2010

Authentication ID: 200186587552-101210-P03000028205

To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed. https://efile.sunbiz.org/certauthver.html

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