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FOB CONTRACT REBCO

CONTRACT REBCO Russian Export Blend Crude Oil

Dated 2007-.

The Companyrepresented by , acting on the basis of Statute, hereinafter

referred to as "Seller", on one sideand

.acting on the basis of the Statute, hereinafter referred to as "Buyer",

on the other hand,have concluded this Contract as follows:

1. SUBJECT OF THE CONTRACT1.1. The Seller has sold, and the Buyer has bought, on basis on FOB Port and ..loading at one berth only, Russian Export Blend rude il (REBCO)hereinafter named "Goods,quality to conform to

Appendix 1,in quantity approx. ..00,000 ( in words:.)barrels perone month for a totalof..0,000,000 barrels (.. million metric tons) fortwelve months from the date ofsigning of the present contract to be delivered in tanker lots to conform to (Appendix2), deliveries starting 2007, minimum cargo .0,000 barrels.

1.2. For the Contract to enter into force, the following documents will be attachedand will be considered an integrating, obligatory part of the present Contract:

APPENDICES

No. 1 - Specification of the product Russian REBCO GOST TU 39-1623-93No. 2 - Schedule of the deliveries of the goodsNo. 3 - Price Confirmation(Basis of Payment)No. 4 - PaymentNo. 5 - Text Format of Documentary Letter of CreditNo. 6 - Text Format of Performance BondNo. 7 - Non-Circumvention and Non-Disclosure Working Agreement

No. 8 - Definitions

As integral part of this Contract: Proof of Product Documents a) to f)

a) a) Resource notice from Oil Company (Proof of Product) confirmingcontractual volume of Goods to Seller, free for export

b) Copy of Export Licensec) The Letter of the Transshipment-Petroleum Company OAO AK Transneft

about pumping of volumes of REBCO to port for export for the Seller ofGoods, sufficient for this Contract.

d) Cable directly from Transneft to Buyer confirming Readiness to load the

For the Seller _________________ For the Buyer_________________

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Goods month by month after payment by Seller to Transnefte) Transaction Passportf) Confirmation of Registration of all Documents by MinJustice

2. TERM OF DELIVERY2.1. Delivery of Goods shall be executed during (12) twelve months by oil-tanker lotspursuant to the schedule of delivery (Appendix 2).

2.2. The date of delivery Goods under this Contract, is date of the Bill of Lading forGoods loaded on FOB terms at port .

2.3.The deadline for coordination of monthly delivery of the consignment for thesubsequent month is the 10th (tenth) day of the current month preceding delivery.

2.4.The first delivery of the Goods is . 2007.

2.5 The Seller shall notify the Buyer about laycan date for loading the vessel notless than 20 calendar days before the first and further shipments (the Transneftschedule on the vessels acceptance for the loading each month)

3. PRICE AND TERMS OF PAYMENT3.1. The price and terms of payment are stipulated in Appendix 3 and 4respectively.

4. QUALITY4.1. The quality of Goods sold under this Contract shall meet the specificationindicated in Appendix 1.

4.2. The quality of each delivered lot of Goods at the port of loading shall be testedin the manner customary for International standards (SGS or Saybolt at Buyerschoice).

5. DELIVERY AND ACCEPTANCE5.1. Delivery and acceptance of goods shall be executed in accordance with thestipulations of the present Contract and Appendix 1 by the transfer of the Bill ofLading to the Buyer.

5.2. The quality of Goods delivered under the present Contract is as indicated in the

Certificate of Quality issued by the International independent laboratory (SGS orSaybolt) at the loading port.

5.3. The quantity of the Goods delivered by the Seller and accepted by the Buyer isdefined as the quantity indicated in the Bill of Lading.

5.4. The quantity of Goods is to be determined in accordance with the methods andstandards accepted at the loading port.

5.5. By delivery on FOB terms the quantity of Goods is confirmed by flow-meter


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readings as well as by ships tanks measurements adjusted by VEF.

5.6. The quantity stated in the Bill of Lading, in accordance with readings andmeasurements as per art. 5.5 of this Contract, is to be considered final and bindingupon both Parties.

5.7. Quality as established by an independent surveyor at the port of loading on thebasis of composite samples is to be final and binding upon both parties.The independent surveyor is to be appointed by the Buyer. Costs for such qualitytests at the port of loading shall be split equally 50/50% between the Seller and theBuyer.

5.8. The Buyer has the right to have his representative at port of loading (suchrepresentative can be, but not necessarily, the independent inspector).

5.9. During loading of the tanker, arbitration samples are to be taken from the autosampler or flow meter. Sampling should be performed according to the standard

procedure currently accepted in Russia. Samples thus taken shall be thoroughlymixed, put into bottles and sealed.

5.10. One part of these samples filled into not less than two bottles and sealed bySeller or their appointed representative, is to be placed on board the tanker underthe care of the Captain for delivery to the Buyer or their nominated representative atthe discharge port. The other part of the same samples, filled into not less than twobottles, is sealed by the Captain, and delivered to the Seller.

5.11. The taken samples shall be considered as the only samples for arbitration. Ifloading was made under the observance of the independent Inspector, samplestaken by this Inspector shall be considered as arbitration samples.

5.12. Both Parties shall keep these samples within the duration of this Contract, andin case of claims - till moment of settlement.

6. DELIVERY TERMS6.1. Delivery of Goods is made in consignments lots pursuant to the schedule inAppendix 2 . A specific date of readiness for shipment of the goods andreadiness of the loading port shall be stated in the Schedule of Delivery.

6.2. The Seller confirms to the Buyer not later than on the 10th day of the month prior

to the month of shipment the date when the goods will be ready for shipment andthe port will be ready to dispatch the goods. Not later than 20 (twenty) days prior tothe commencement of the monthly delivery Buyer shall inform Seller of extraquantity of goods to be lifted in addition to the quantity confirmed by the Seller.

6.3. The delivery date of the first lot of goods will be nominated by the Buyer,depending on terms and conditions of the charter party for the tankers and is to beagreed upon between the Buyer and the Seller.


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6.4. Nomination6.4.1.The Buyer, in accordance with the delivery schedule agreed by both Parties,shall inform the Seller not later than 7 (seven) days prior to arrival of the tanker tothe loading port the name(s), capacity, flag and draught of the vessel(s), estimateddate of arrival to the loading port.

6.4.2. The Captain shall cable or telex to the Seller and to the Shipowner's agent atthe loading port, the ETA, 120 hours prior to its arrival stating capacity, flag anddraught of the vessel, quantity of clean or dirty ballast on board and precise time ofarrival 48, 24 and 12 hours before its arrival at the port of loading.

6.4.3. The Seller shall inform the Buyer by telex/ fax about the loaded cargo within24 hours after the loading has been completed.

6.4.4. The Buyer shall ensure the timely arrival of his/chartered vessel at the loadingport within the agreed schedule. The vessel shall be in every respect ready to load

the cargo for which it is nominated.

6.4.5. In case of non-compliance of 6.4.4 by Buyer, the Seller will be released fromresponsibility for any demurrage incurred and will have the right to refuse loading ofsuch vessel. However, the Seller will take all measures in his power to effect loadingof the tanker as soon as possible.

6.4.6. The Buyer's tankers shall in all respects comply with the regulations in forceat the loading port such as seaworthiness, fire and other safety measures,deballasting and loading capacity etc., otherwise all damages and costs connectedto non-compliance with regulations shall be borne by the Buyer.

6.4.7. The Seller shall provide safe loading of the vessel at the berths without anyadditional expenses from the Buyer's side in such a way that the vessels stay afloatall the time.

6.4.8. On arrival of the vessel at the port of loading after receipt of Free Practice(sanitary, border and custom inspection) the Captain or his agent shall give to theSeller's representative written notice of readiness of his vessel for loading.

6.4.9. Notice can be given at any time of day or night if it is not contrary to the localport regulations.

6.4.10. Lay time will commence 6 (six) hours after the Captain gives such notice,

berth or no berth. In case loading is carried out in two or more ports, lay time in theother ports will start from the moment the notice of readiness has been handedover.

6.4.11. Loading will be considered completed and lay time will cease upondisconnection of loading hoses.

6.4.12. Time period during which loading could not be effected because of reasonsbeyond the Seller's control such as waiting for and proceeding of sanitary, borderand customs inspection, pilotage, mooring and other actions while proceeding from


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the anchorage to the berth, waiting for and discharging ballast, and time duringwhich loading could not be made due to technical and other conditions, attributableto the tanker, will not be counted as laytime.

6.4.13. Time period during which loading could not be effected because of weatherconditions will not be counted as lay time. Sundays and Public Holidays will beexcluded from the calculations of lay time unless used.

6.4.14. However, upon expiration of the lay time allowed for loading Sundays andHolidays are also included in the lay time as well as stormy weather time preventingloading.

6.4.15. Lay time for the vessels is determined by the Seller in accordance withInternational standards for the type of a tanker, calculation of its capacity, quantity ofloadable Goods in accordance with the time-table (Appendix2).

6.4.16. The claims on demurrage should be submitted to the Seller within 2 (two)

months, from the date of the Bill of Lading, otherwise the claim shall be considerednull and void and declined. The demurrage shall be considered and is paid withinone month, from the date of receipt from the Buyer of all documents, confirminggiven claim.

6.4.17. The Buyer shall submit the following documents for examination of claims:- Statement of Facts,- Notice of Readiness,- Bill of Lading 1/3 first copy of plus one copy,- The Quality Certificate,- The Certificate of origin,

- The Act of a origin through counter,- Certificate of discharge,as well as any other documents relevant to a particular shipment signed byauthorized persons.

6.5. The volume of delivery can vary by +/-10% (plus / minus ten per cent) fromsupply of goods according the Contract.

6.6. After the tanker is loaded and has crossed the frontier, the Buyer has the right todeliver the Goods to any destination of his choice, but except to C.I.S.

7. POLLUTION COMPENSATION7.1. It is in the interest of both Seller and Buyer to ensure that the cargo is wellprotected against voluntary discharge into the sea to avoid pollution of theseawaters. Accordingly, the Buyer warrants that all vessels nominated to carry thecargo shall be enrolled in TOVALOP and Buyers warrant that they are members ofCRISTAL LIMITED or, if not, that they will immediately become members ofCRISTAL LIMITED.


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Such obligations may be transferred by Buyer to his Client. Buyer warrants thatsuch obligations will be part of the stipulations of the Charter Party.


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8. CLAIMS8.1. If the quality of the arbitration samples does not correspond to the ContractSpecification(s), claims for quality are to be submitted to the Seller within 2 (two)months from the date of the delivery. Any claim received after such date, will not beaccepted by the Seller and Buyer will have no right to have this reversed byArbitration.

8.2. In case the independent inspection proves that the chemical composition of aconsignment is not in accordance with the specification agreed upon under thepresent contract, the Buyer shall accept the given consignment with a reduction inprice by agreement with the Seller, applying usual market standards as to theamount of the reduction.If the Buyer fails to inform the Seller within 30 (thirty) calendar days after the date ofgoods' arrival to the port of discharge in written form (via facsimile) duly attaching allcopies of inspection reports proving inferior quality of a consignment than agreed

upon under the present Contract, the consignment is considered as accepted by theBuyer with regard to the quality and further claim shall not be accepted by theSeller.

8.3. If the Seller receives a claim with respect to quantity, quality of a consignment ofGoods within the stipulated time period in accordance with terms and conditions of thisContract, the Seller has the right to agree with the Buyer on the discount in the price ofthe given consignment of Goods.

9. FORCE MAJEURE9.1. This Contract is governed by the regulations of the International Chamber of

Commerce, Paris, with regard to Force-majeure circumstances.

9.2. Neither of the Parties shall be liable for complete or partial non-performance ofobligations from such Force-Majeure circumstances such as acts of God, strikes,fires, floods, wars (whether declared or undeclared), riots, break-out, embargoes,accidents, restrictions imposed by any governmental authority (including protection,

quotas, priorities, requisitions and price controls) and others which are out of thecontrol of the contractual Parties and have arisen after the conclusion of thisContract.

9.3. If any of such circumstances directly affect the performance of the obligations in

the time period stipulated in the Contract, this time period for performance ofobligations is to be extended correspondingly for a period during which suchcircumstances last.

9.4. Should the above circumstances continue to be in force for more than 90(ninety) days, Parties shall have the right to cancel this Contract completely orpartially. In this case neither of the Parties shall have the right to make a demandfrom the other Party for the compensation of any possible losses.


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10. ARBITRATION10.1. This contract shall be governed and construed in accordance with the laws ofGermany. The Parties agree that the Berlin Court, which will act as Court ofArbitration, is to have the exclusive jurisdiction to settle any disputes. The verdicts ofthis Court of Arbitration shall be final and binding upon both Parties.

10.2. The present Contract is purely commercial deal concluded in accordance withinternational rules of banking and financial activity and this rule is to be used for allquestions regarding preparations,interpretation, legal fulfillment, and any other questions in regard to this contract,including ordinary norms of honesty, confidentiality adopted by InternationalChamber of Commerce (ICC) in Paris, and also temporary suspension because offorce-majeure circumstances. In case of any differences regarding any aspect of thepresent Contract the Parties shall agree to pass the matter to Arbitration.

11. ORDER OF ASSIGNMENT

11.1. The property right to the Goods, responsibility, all risks will pass from theSeller to the Buyer from the moment of Goods pass through the flange connectionbetween the delivery hoses and the vessels manifold at the loading port.

11.2. Neither Party is entitled to transfer their rights and/or obligations under thisContract to a third party without the other party's previous written (including telex)consent.

11.3. Any such assignment shall be effected by notice in writing from the Assign orsigned by Assignee who takes responsibility for the obligations under this Contract.

12. GENERAL12.1. This agreement contains the entire understanding between the parties withrespect to the transactions contemplated hereby and can only be amended by awritten agreement. Any prior agreement, written or verbal is deemed merged hereinand shall be superseded by this agreement.

12.2. Any and all appendices, annexes, supplements and additions to this Contractare valid only if they are made in writing and duly signed by both Parties.

12.3. Any and all appendices, annexes, supplements and additions shall constitutean integral part of this contract.

12.4. Except as expressly provided in this Contract, neither the Seller nor theBuyers shall be liable for consequential, indirect or special losses or specialdamages of any kind arising out of, or in any way connected with the performanceor failure to perform obligations under this Contract.

12.5. All taxes, customs and other duties connected with the conclusion andexecution of this Contract levied before point of acceptance (see 1.1.), exceptexpenses on Buyers side connected with payments, stipulated in Appendix 4shall be paid by the Seller.


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12.6. All taxes and all duties levied after the point of acceptance and after thenational border of the Russian Federation will be paid by the Buyer (see 1.1).

12.7. Terms and conditions, which have not been mentioned in the presentContract, are to be regulated by Incoterms-2000 and latest relevant addenda forFOB deliveries.

12.8. The text of this contract is in English language and is signed insix (6) originals, two (2) of which for the Buyer, and four (4) for the Seller.

12.9. Signed, sealed and certified agreements are allowed to be sent by fax orEmail. The Parties have the right to ask and receive originals of documents sent byfax or Email. EDT (Electronic document transmission) shall be deemed to be validand enforceable in respect of the provisions of this contract. Either party shall be ina position request a hard copy of any previous electronic transmitted document.

12.10. Grammar mistakes and slips, if they are present in this contract shall not be

considered as contradictions.

12.11.Any information contained herein shall be kept confidential and shall not be subsequentlydisclosed to third parties or reproduced in any way, except to third parties who are necessary tothe implementation of this Agreement.

12.12. Commissions/Fees: All Parties shall be responsible only for thoseCommissions and fees that they have agreed in writing to pay. Each Party iscommitted to relieve the other Party from all such demands or claims of any otherthird Party.

13. DURATION OF THE CONTRACT13.1. The present Contract comes into force from the date of its signing by theParties, complete with all annexes, and will be valid till the moment of complete fulfillment ofdeliveries and payments, which are compulsory for both Parties, their heirs, successors,assignees, principals and agents.


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14. LEGAL ADDRESSES ANDCOMMUNICATIONS

SELLER

COMPANY:

REPRESENTED BY:TITLE:PASSPORT NUMBER:

ADDRESS:

PHONE:

FAX:E-MAIL:DATE:

Hereinafter referred to as the Seller

BUYER

COMPANY:

REPRESENTED BY:

TITLE:PASSPORT NUMBER:ADDRESS:

PHONE:FAX:E-MAIL:DATE:

Hereinafter referred to as the Buyer


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15. BANKING COORDINATES

SELLER BANKING DETAIL:

Bank's Name :Address :Account Number :Account Name :Bank Swift Code :Bank Officer :TEL NO :FAX NO :

BUYER BANKING DETAILS

Bank's Name :Address :Account Number :Account Name :Bank Swift Code :Bank Officer :TEL NO :

FAX NO :

16. APPENDICES OF THE CONTRACTNo. 1 - Specification of the product Russian REBCO GOST TU 39-1623-93No. 2 - Schedule of the deliveries of the goodsNo. 3 - Price Confirmation(Basis of Payment)No. 4 - PaymentNo. 5 - Text Format of Documentary Letter of CreditNo. 6 - Text Format of Performance BondNo. 7 - Non-Circumvention and Non-Disclosure Working AgreementProof of Product Documents (see clause 1, a) to f))No. 8 - Definitions

17. CONCLUSIONThis Agreement is compiled in 6(six) originals of 22( twenty two) pagesincluding 7(seven) appendices plus product documents. Until the exchange oforiginals, the Parties of this Contract agree the stamped copies of thisAgreement will be in full force and effect. Parties here confirm and acceptedthat the Contract sent by facsimile or by scanned e-mail, accepted as an


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original.

IN WITNESS HEREOF: IN WITNESS HEREOF:

SELLER BUYER

NAME NAME

DATE DATE


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Appendix 1 to Contract XXXXX

QUALITY CERTIFICATEOn Russian Export Blend Crude Oil (REBCO)Corresponding to GOST TU 39-1623-93

1. Density API 0,870 at 30 degrees C.2. Viscosity at 80 C, no more than -16,03. Flash Point (in locked cubicle), not higher than + 35 C4. Pressure of saturated pours under 38 C kilopascal/mm mercury column

-7/50.

5. Paraffins (contents in %) 6,0%6. Temperature of melting C - -497. Contents, %

Sulphur 1,8 Nitrogen 0,25 Chamois-acid resins 0,9 Asphatents 0,9

8. Coking % 2,06

9. Ash % 0,00410. Leaving the fractions %

o o before 200 C 21,0

o o before 350 C 50,0

o o

11. Water and Sediments, not more than % - 1.2


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Appendix 2

Schedule of the deliveries of the goods

Monthly quantities plus/minus 10% to be balanced to the grand total of..00,000 barrels over the first 12-month-period)

Month Quantity Remarks

Grand total


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Appendix 3

Price Confirmation (Basis of Payment)

1.The price FOB Primorsk or FOB Novorossiysk for Russian Export CrudeOil (REBCO) sold under the present contract, on conditions FOB port ofloading a) Primorsk or b) Novorossiysk to be calculated as mean of themeans for the period of three days, for the date of the Bill of Lading minusand plus one day, for REBCO published by Platts Crude Oil Marketwireunder heading a)URALS (EX-BALTIC) or b) URALS (EX-NOVO) minus000 (x) USD gross, x00(x)USD net for one barrel of net weight deliveredFOB.

2. In case the date of the Bill of Lading coincidental with a day when the

Platts Crude Oil Market- wire is not published, quotations of the nextprevious day applicable are valid.

3. The price formula rounded up to the third digit after the decimal point, aswell as specified discount, is valid from the moment of signing the contractand remains unchanged during all contract period.

4. The calculation of the cost of petroleum is established on net weight, i.e.minus the content of water and mechanical impurities.5. If the actual density of the Goods happens to be above or below baselimits of density (32.0 - 37.0 degrees API at 60 degrees F.):Should the actual API gravity be above 37.0 degrees API, then the price is

to be increased by 0.003 US Dollars per barrel for each tenth part of degreeAPI that is above 37.0 degree API.Likewise, if the API gravity is blow 32.0 degrees, then the price is to bedecreased by USD 0.003 per barrel for each one tenth that the API gravity isbelow 32.0 degrees.


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Appendix 4

Payment

1).Payment for the goods sold under the present Contract is to be made in USDollars by Documentary Letter of Credit (DLC) from a First ClassEuropean Bank, with nominal value covering one month quantity of deliveries,that is approximately 0,000,000.00 (twenty million) United States Dollars.

2).Payment for the Goods shall be made at the latest on the last of 5 (five)banking days after the date of presentation of documents at the counters ofopening bank of the DL/C, in form of the direct payment in accordance withSellers instructions against the following documents presented to Buyers underthe DL/C:

a) Sellers signed commercial invoices in 3 (three) original and 3 (three) copies;and evidencing full price calculation.

b) Full set of 3/3 original Clean on Board Ocean /Marine Bills of Lading (B/L)issued to the order of Buyers Bank, marked freight payable as per CharterParty plus 3 non-negotiable copies. Each Original to be originally signedby Master or Vessels Agent.

c) 1original and 3 copies of Certificate of Quality of the Goods issued by SGSor Saybolt;

d)1original and 3 copies of Certificate of Quantity of the Goods issued by SGSor Saybolt;

e)1original and 3 copies of Certificate of Origin of the Goods signed byChamber of Commerce in country of origin.

f) Vessel time sheet showing at least date of N.O.R. tendering at loading portand date of hoses disconnection showing demurrage if any.

g) Cargo Manifest (original)

h) Masters Receipt of one copy of all documents of the shipped goods (original)

i) Masters Receipt (Original) confirming receipt of bottles containing ArbitrationQuality Samples of Goods loaded by Vessel.

k) Ullage Report

Bank in Engli 3) The documents should be presented to Buyers Bank in English languagewithinb Russ within 21 (twenty one) banking days after date of shipment of the Goods.


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4)At signature of this contract Appendixes No. 1 to 8, including Proof of productdocuments (appendix No.4), all as per art.1.2. of this contract will have beenattached.

5)The Issue of the Letter of Credit will be effected by Buyers Bank within 6 (six)banking days from the date of receipt by Buyers Bank of the Performance Bondissued in favour of the Buyer by Sellers Bank, covering 2 (two)% of the nominalvalue of the DL/C to be opened by the Buyer, the Performance bond thus beingequal to USD 00,000.00 (United States Dollars .........................). Suchperformance bond will be opened by Sellers bank within 6 (six) banking daysafter date of signature of the present contract.6) The parties have agreed that opening of the Performance Bond, presentationand verification of the Proof of Product, or presentation of shipping documentsunder the L/C will be at the counters of Buyers Bank.

7) All banking charges of the Buyer's Bank shall be for the Buyer's account

and of the Seller's Bank shall be for the Seller's account.


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APPENDIX NO.5

Text Format of Documentary Letter of Credit(Final text to be agreed upon between Buyers and Sellers Banks)

WE HEREBY ISSUE OUR DOCUMENTARY CREDITN U M B E R : LCIM

BY ORDER AND :FOR ACCOUNT OF

IN FAVOUR OF :

AMOUNTING TO : USD 0,000,000.00 (UNITED STATES DOLLARSMILLION)

VALID UNTIL : .., 2007, AT OUR COUNTERS IN

AVAILABLE WITH US IN xxxxxxxxx BY DEFERRED PAYMENT AT SIGHT AFTER BILL OF LADING DATE(B/L DATE TO COUNT AS DAY ZERO) AGAINST PRESENTATION OF THE FOLLOWING DOCUMENTSISSUED IN ONE ORIGINAL PLUS THREE COPIES, UNLESS OTHERWISE STATED :

1) SIGNED COMMERCIAL INVOICE, SHOWING B/L QUANTITY IN METRIC TONS,B/L DATE AND EVIDENCING FULL PRICE CALCULATION.

2) 3/3 ORIGINAL CLEAN ON BOARD OCEAN / MARINE BILLS OF LADING ISSUEDOR ENDORSED TO THE ORDER OF .(OPENING BANK)MARKED 'FREIGHT PAYABLE AS PER CHARTER PARTY' PLUS 3 NON-NEGOTIABLECOPIES . EACH ORIGINAL TO BE ORIGINALLY SIGNED BY MASTER ORVESSEL'S AGENTS.

3) CERTIFICATE OF QUALITY ISSUED AT LOADING INSTALLATION

4) CERTIFICATE OF QUANTITY ISSUED AT LOADING INSTALLATION.

4) CERTIFICATE OF ORIGIN.

5) TIME SHEET AND/OR STATEMENT OF FACTS.

6) ULLAGE REPORT.

7) MASTER'S RECEIPT FOR DOCUMENTS.

8) MASTER'S RECEIPT FOR SAMPLES.

9) CARGO MANIFEST.

COVERING:1 MONTH QUANTITIES OF 00,000 MT (.. MILLION BARRELS )METRIC TONS) OF REBCO (RUSSIAN EXPORT BLEND CRUDE OIL) CORRESPONDING TO GOST AS PER APPENDIX NO. 1 TO CONTRACTNO. . (COPY OF APPENDIX NO. 1


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ATTACHED HERETO); TOTAL CONTRACT QUANTITY BEING OF ,000,000 BARRELS (xxxxx MILLIONBARRELS) TO BE DELIVERED OVER A PERIOD OF 12 MONTHS UNTIL DECEMBER 2007.

PRICE : AVERAGE OF MEAN QUOTATION FOR URALS PUBLISHED BY MACGRAW-HILL

PLATTS CRUDE OIL MARKETWIRE UNDER HEADINGa) URALS (EX-BALTIC) FOR DELIVERIES EX PORT OF PRIMORSK OR EX OTHER BALTIC

SEA PORT, OR b)URALS EX-NOVO) FOR DELIVERIES EX PORT OFNOVOROSSIYSK OROTHER BLACK SEA PORT, BY TAKING THE TOTAL AVERAGE OF THE PRICES OF THETHREE DAYS - ONE DAY BEFORE DATE OF B/L, DAY OF B/L AND ONE DAY AFTER B/L -LESS A DISCOUNT OF USD,00 ( USD) GROSS PER BARREL, ONE BARREL..

SPECIAL CONDITIONS :---------------------------------

A) PARTIAL SHIPMENTS ARE ALLOWED. TRANSHIPMENT PROHIBITED.MINIMUM SHIPMENT PER VESSEL ..0.000 BARRELS (THOUSAND FIFTY BARRELS)+/- 5% (PLUS/MINUS FIVE PERCENT).

B) IF UTILZED; ALL BANKING CHARGES AND COMMISSIONS OF OPENING BANK ARE FOR

BUYERS ACCOUNT, ALL OTHER CHARGES ARE FOR BENEFICIARIES' ACCOUNT,EVEN UTILIZED OR NOT.

C) DOCUMENTS PRESENTED LATER THAN 21 DAYS AFTER BILL OF LADINGDATE BUT STILL WITHIN THIS CREDIT VALIDITY ARE ACCEPTABLE.

D) CHARTER PARTY BILLS OF LADINGS ACCEPTABLE.

E) IF PAYMENT DUE DATE FALLS ON A SATURDAY OR A BANK HOLIDAYIN NEW YORK OTHER THAN MONDAY, THEN PAYMENT TO BE MADE THEPREVIOUS BANK WORKING DAY. IF PAYMENT DUE DATE FALLS ON A SUNDAYOR A MONDAY BANK HOLIDAY IN NEW YORK, PAYMENT SHALL BE MADETHE FOLLOWING BANK WORKING DAY.

F) L/C AMOUNT TO AUTOMATICALLY FLUCTUATE UP OR DOWN IN ORDER TOCOVER VALUE OF THE TWO-MONTHLY QUANTITY CALCULATED AS PER ABOVE PRICECLAUSE, WITHOUT FURTHER AMENDMENT ON OUR PART.

G) PHOTOCOPIES AS COPIES ARE ACCEPTABLE

H) SHIPPING DOCUMENTS BEARING THE DATE EARLIER THAN THE L/C DATEARE ACCEPTABLE.


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APPENDIX NO. 6

DRAFT OF PERFORMANCE BOND GUARANTEE

Date: ______________, 2007From: (The Sellers Bank name and address)

To: (The Buyers Bank name and address)

We hereby issue our operative Performance Bond Guarantee No. As follows:

Applicant:Beneficiary:

Dear Sirs,

We have been informed that Messrs. (Seller Company Name) has entered into the Contract No dated

______________, with your client, Messrs...for the supply ofxxxxxxxxxxxxxmetric tons permonth ofxxxxxxxxxxxxxxxxxx as per ANNEX A on FOB basis (XXXXXXXX)according to INCOTERMS-2000

and understand that according to the conditions of the said Contract , a Performance Guarantee is required amounting to2% of the value of the total Monthly contract.

At the request of the principal, we _____(Sellers Bank)_____ Irrevocably guarantee with full Banking responsibility topay you on first demand, irrespective of the validity and the effects of the above mentioned Contract and waiving allright of objection and defense arising there from, in favor of in account #___________ withthe ___(BUYER Bank name & address)___ any amount up to but not exceeding in aggregate $ --------------(------------------------) United States Dollars, covering the monthly Commodity of x00,000 metric tons

xxxxxxxxxxxxxxxxxxxxxxxxxxxas per ANNEX A upon receipt of your duly signed request for payment statingthat Messrs (Seller Company Name) have failed to fulfill their contractual obligations.

The total amount of this indemnity will be reduced by any payment effected hereunder.

For the purpose of identification, your request for payment in writing has to be presented to us through the intermediaryof a first rate bank confirming that the signatures thereon are legally binding upon you.

Your claim is also acceptable if transmitted to us in full by duly encoded telex/cable through a first rate bank confirmingwhat your original claim has been sent to us by registered mail and that the signatures thereon are legally binding uponyou. Your claim will be considered as having been made once we are in possession of your written request for paymentor the telex or the cable to this effect at our above address.

Our indemnity is valid until ____________________ (in words) ___________ and expires in full and automatically ifyour claim has not been made on or before that date, regardless of such date being a banking day or not.

This Guarantee is an operative instrument valid for 12 months, and can be extended upon the applicant's instruction.Upon expiry this guarantee will become null and void and of no consequence whether returned to us or not.

This indemnity is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458, and governed byGerman Law; Place of jurisdiction is Berlin, Germany.

Signed:

Bank officer (1) Bank officer (2)Name NameTitle Title


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Bank stamp & Seal


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APPENDIX No.: 7

NON-CIRCUMVENTION & NON-DISCLOSURE WORKING AGREEMENT


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APPENDIX No.: 8 DEFINITIONS

WHEREAS the parties mutually accept to refer to the General Terms and Definitions, as set out bythe INCOTERMS Edition 2000 with latest amendments, having the following terminology fullyunderstood and accepted:

US BARREL : Is the unit of volume measured at temperature of 60 degreesFahrenheit and equal to 42 US Gallon

Metric Ton : A measure of weight equivalent to one thousand kilogrammass (1.000 kg) or one thousand one hundred and eightyliters volume (1,180 liters)

Commodity : Isreferred to as being REBCO Russian Export Blend Crude OilSpecifications, as per ANNEX A, elsewhere in this agreement alsorefer to as "Product" which Specifications are detailed in theANNEXA, which is an integral part of the agreement.

Origin : FEDERATION OF RUSSIA

Day : Means a calendar day, unless differently specified.

Month : Means a Gregorian calendar month.

Calendar

Quarter : Period of three (3) consecutive months commencing on the 1stJanuary, 1st April, 1st July or 1st October.

ASTM : American Society for Testing and Materials is the instituteinternationally recognized that approves all Standards, Tests andprocedures used in the Oil Industry and to be referred in thisagreement to the latest revised edition with amendments in force todate.

Out-turn : The quantity and quality of the product ascertained by theInternational Independent Laboratory at the loading port, according tothe ASTM procedures, on completion of the loading operations. The

so determined out-turn quantity and quality is the basis on which theamount will be computed for the payment of the product effectivelydelivered to the Buyer.

Bill of Lading : Is the official document, issued at the load port after completion ofthe loading operations, stating the ship's loaded quantity expressed inCubic Meters (Cub. Meters) and/or Metric Tons (MT) expressed asper the above definitions. This document has to be signed in originalby the ship's Master and made out in accordance without theinstruction hereinafter specified in this agreement.


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Delivery Date : The date mutually accepted by both SELLER and BUYER as the date on which the goods under this contract, is the bill of loading for

goods loaded on FOB terms at Ex Baltic or Ex Novo.

PLATTS : PLATTS Mc Graw Hill, London is the internationally recognized and accepted organization, which publishes # PLATTS Crude Oil

Marketwire under heading a)URALS (EX-BALTIC) or b) URALS(EX-NOVO)

Market Disruption : Means that

(a)Platts fails to announce or publish information necessary fordetermining the price index;

(b) the failure of trading to commence or permanentdiscontinuation or material suspension of trading in therelevant commodity or market acting as the price index;

(c) the temporary or permanent or discontinuance or

unavailability of the price index;(d) the temporary or permanent closing of any exchange acting asthe price index; or

(e) a material change in the formula for or the method ofdetermining the price index.

International Independent : SGS-Societe Generale de Surveillance or SAYBOLT


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