FULL CORPORATE OFFER-TEMPLATE

FULL CORPORATE OFFERBUYERS NAME25,000 METERIC TONSTHIS FULL CORPORATE OFFER IS FOR THE SALE OF UREA 46% FERTILIZER (PRILLED) AN D MAY NOT TO BE CIRCULATED OR TRANSFERRED WITHOUT THE EXPRESS WRITTEN CONSENT O F SELLERS NAME.TRANSACTION CODE AND REFERENCE NUMBER:DATE OF ISSUE : FEBRUARY 6, 2006SELLER’S CODE :BUYER’S CODE : INAPPLICABLEAS THE SELLERCOMPANY :ADDRESS :CITY :COUNTRY :TEL :TELEFAX :EMAIL :REPRESENTED BY:AS THE BUYERCOMPANY :ADDRESS :CITY :COUNTRY :TELE :FAX :EMAIL :REPRESENTED BY:WHEREAS:THE SELLER WITH FULL CORPORATE AUTHORITY AND RESPONSIBILITY CERTIFIES, REPRESENT S, AND WARRANTS THAT IT CAN FULFIL THE REQUIREMENTS OF THIS AGREEMENT AND PROVI DE PRODUCT REFERRED TO HEREIN IN TIME AND FOR THE TERMS AGREED UPON THEREAFTE R. WHEREAS THE BUYER HEREBY MAKES AND CONFIRMS THAT THEY ARE READY, WILLING A ND ABLETO PURCHASE THE FOLLOWING DESCRIBED COMMODITY UNDER THE TERMS AND CONDITIO NS AS HEREUNDER, SUBJECT TO EXECUTION OF THE CONTRACT FOR THE PURCHASE OF THE SAID COMMODITY. UPON CONSIDERATION OF THE MUTUAL AGREEMENT, PROMISE, BENEFIT AN D TERMS OF THIS COMMERCIAL AGREEMENT AND VALUABLE CONSIDERATION OF THE BENEFIT W HICH IS HEREBY ACKNOWLEDGED. THE PARTIES DO HEREBY AGREE AND COVENANT AS TO HON OURING THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT.PRODUCTUREA CARBAMIDE, CARBONLYLDIAMIDE, PRILLED, GOST 2081-92, MARK “B”SPECIFICATIONSEMPERICAL FORMULA & GRADES OF PURITYH2N-CO-NH2, TECHNICAL, CP, GRADE (46%N)GUARANTEED SPECIFICATION**NITROGEN 46.0% BY WEIGHT MIN **MOISTURE 0.5% MAX **BIURET 1% MAX BY WEIGHT ** FISPER 0.35 MAX **ANTI-CAKING AGENT 0.5% MAX **FREE AMMONIA 160 PXT PPM MAX **P RILL 95% MAX **GRANULATION DIMENSION FROM 1-4 MM: 90% MIN **DIMENSION LESS THAN 1 MM: ABSENCE **MELTING POINT @ 132 DEGREE CENTIGRADE **COLOUR PURE WHITE **O DOR THRESHOLD ODORLESS OR SLIGHT AMMONIA **BOILING POINT DECOMPOSES BEFORE BOILIN G **HAZARDOUS INGREDIENTS NONE ACCORDING TO CONTROLLED PRODUCT REGULATIONS.PHYSICAL SPECIFICATION**NON-CLOTTED 100% FREE FROM HARMFUL SUBSTANCES **INTERNATIONALLY ACCEPTED STANDARD FOR UREA 46% PRILLED **FREE FLOATING, TREATED WITH ANTI-CAKING TREATMENT **FREE FROM IMPURITIES, SAND, DUST AND CERTIFIED NON RADIOACTIVE **PHYSICAL STATE SOLI D @20 CAND 101KPS, WHITE GRANULES **SPECIFIC GRAVITY SOLID @ 20 DEGREES CENTIGRA DE **VAPOR DENSITY NOT APPLICABLE **FLOTABILITY/WATER SINKS AND MIXES **MOLECULAR WEIGHT 60.065.COUNTRY OF ORIGINRUSSIAN FEDERATION OR CIS COUNTRIES AT SELLER’S OPTIONPACKING & MARKINGPACKED IN NEW POLYPROPYLENE BAGS OUTER AND POLYETHELENE INNER BAGS OF 50KG NET EACH WITH 2% BAGS PROVIDED FREE OF CHARGE. EACH BAG SHALL BE SECURED BY TAP E TO ENSURE THE SAFETY OF THE COMMODITY DURING OCEAN TRANSPORT. BAGS SHALL BE MARKED WITH BLACK CHARACTERS:UREA46 PCT NITROGEN MIN1 PCT BIURET MAX0.5 PCT MOISTURE MAX50 KGS NETTUSE NO HOOKSMADE IN COUNTRY OF ORIGINBASIS OF DELIVERY & PRODUCT DELIVERYTHE DATE OF THE BILL OF LADING SHALL BE CONSIDERED THE DATE OF LIFTING AND DE LIVERY. BUYER AGREES TO PROVIDE SELLER WITH PORT(S) OF DESTINATION AND QUANTITIE S FOR ALL SHIPMENTS IN A TIMELY MANNER AS PER THE AGREEMENT PROCEDURES IN ARTI CLE 13.PRODUCT DELIVERY SIX MILLION METRIC TONS (±5%) IN SHIPMENTS OF 12,500, 25.000 METRIC TONS (±5%) AND/OR 50.000 METRIC TONS (±5%) WITH THE FIRST SHIPMEN T TO COMMENCE WITHIN 30-45 DAYS AFTER RECEIPT OF AN OPERATIVE FULL FUNDED LETTER OF CREDIT FROM THE BUYER’S BANK WITH A MINIMUM SHIPMENT OF 25,000 METRIC TO NS (±5%) PER MONTH UNTIL THE TOTAL QUANTITY HAS BEEN DELIVERED.PRODUCT PRICEPRICE USD$ XXX/ PER METRIC TONSHIPMENT value AS PER SHIPPING SCHEDULEMONTHLY CONTRACT value USD$XXX$-/CONTRACT value USD$XXX$-/TERMS OF PAYMENTBY IRREVOCABLE, TRANSFERABLE, AUTO-REVOLVING, CONFIRMED AND OPERATIVE FULLY FUNDED LETTER OF CREDIT (FFLC) PAYABLE 100% AT SIGHT IN OUR BANK AGAINST PRESENTATIO N OF SHIPPING DOCUMENTS AS PER CONTRACT. THE FFLC SHALL BE NEGOTIABLE AND PAYAB LE AT THE SELLER’S BANK AND SHALL BE TRANSFERED BY BUYER’S BANK DIRECTLY TO S ELLER’S BANK. THE FFLC WILL BE ISSUED FOR THE SUM OF USD 3,500,000 $ COVERIN G THE MONTHLY SHIPMENT OF QUANTITY OF 25,000 METRIC TONS (±5%) UNTIL THE TOT AL QUANTITY HAS BEEN DELIVERED.PRODUCT DOCUMENTATIONA FULL SET OF THE FOLLOWING DOCUMENTS WILL BE ISSUED FOR PAYMENT:* FULL SET OF 3/3 BILL OF LADING SIGNED BY MASTER.CAPTAIN OF THE VESSEL ISSUE D TO THE ORDER OF “_____”AND NOTIFY “_____”AND MARKED "FREIGHT PREPAID”AN D “CLEAN ON BOARD”.*.SIGNED BENEFICIARY’S COMMERCIAL INVOICE ISSUED IN 03 ORIGINAL AND MANUALLY SIGN ED 03 COPIES.* CERTIFICATE OF ORIGIN ISSUED BY OR ENDORSED BY CHAMBER OF COMMERCE OF THE CO UNTRY OF DISPATCH ISSUED IN 01 ORIGINAL AND 03 COPIES.* CERTIFICATE OF WEIGHT AND QUALITY, ISSUED BY SOCIETE GENERALE DE SURVEILLANCE (SGS) IN 03 ORIGINALS EACH AND 03 COPIES EACH.* INSURANCE POLICY FOF 110% OF THE TOTAL INVOICE value 01 ORIGINAL AND 03 SIGN ED COPIES.* CERTIFICATE OF HOLD AND HATCHES CLEANLINESS ISSUED BY SGS IN 01 ORIGINAL AND 03 COPIES.* SHIPPING COMPANY STATEMENT CONFIRMING THAT THE AGE OF THE VESSEL DOES NOT EXC EED TWENTY (20) YEARS AND FIRST CLASS P&I CLUB COVERED IN 01 ORIGINAL AND 03 COPIES.* BENEFICIARY’S CERTIFICATE CONFIRMING THAT COPIES OF ALL SHIPMENT DATES WERE SE NT TO BUYER’S BANK AND THE HARD COPIES HAVE BEEN SENT BY (DHL) OR SIMILAR.* PHYTOSANITARY CERTIFICATE IN 01 ORIGINAL AND 03 COPIES.* PRODUCER’S QUALITY CERTIFICATE IN 01 ORIGINAL AND 03 COPIES.* PACKING LIST IN TRIPLICATE SHOWING GROSS/NET WEIGHT AND NUMBER OF OCEAN BILL OF LADING.* CHARTER PARTY AGREEMENT COVERING THE SHIPMENT.PERFORMANCE BONDTHE SELLER AGAINST THE BUYER’S OPERATIVE FFLC WILL POST A PERFORMANCE BOND EQUI VALENT TO THE SUM OF 2% OF THE SHIPMENT value ON AN AUTOMATIC REVOLVING BASIS UNTIL THE TOTAL QUANTITY HAS BEEN DELIVEREDCONTRACT PROCEDURES* SELLER ISSUES DRAFT CONTRACT IN FAVOUR OF THE BUYER.* BUYER RETURNS THE DRAFT CONTRACT BY EXCHANGING IT BY FACSIMILE OR EMAIL ATTAC HMENT, DULY SIGNED AND SEALED WITHIN 24 HOURS. THE DRAFT COPY WILL BE DEEMED L EGAL UNTIL HARD COPIES EXCHANGED.* SELLER SENDS 04 (FOUR) HARD COPIES DULY SIGNED & SEALED. BUYER DULY SIGN & SEAL ALL COPIES AND RETURN BACK 02 (TWO) COPIES TO THE SELLER.* WITHIN 05 (FIVE) WORKING DAYS FROM DATE OF SIGNING OF THE FINAL CONTRACT, TH E BUYER WILL ISSUE TO SELLER’S BANK THE OPERATIVE FULL FUNDED LETTER OF CREDIT. * WITHIN 05 (FIVE) WORKING DAYS OF RECEIVING THE OPERATIVE FULL FUNDED LETTER O F CREDIT, THE SELLER’S BANK WILL POST 2% OPERATIVE PERFORMANCE BOND GUARANTEE A ND PROOF OF PRODUCT.* DELIVERY AND SHIPMENT COMMENCE AS PER SCHEDULE MUTUALLY AGREED..NON-CIRCUMVENTION & NON-DISCLOSURETHE UNDERSIGNED PARTIES HEREBY ACCEPT AND AGREE TO THE I.C.C. PROVISIONS OF NONC IRCUMVENTION AND NON-DISCLOSURE WITH REGARDS ALL PARTIES INVOLVED IN THIS TRANSACT ION, ADDITIONS, RENEWALS, AND THIRD PARTY ASSIGNMENTS WITH FULL RECIPROCATION FO R A PERIOD OF FIVE (5) YEARS FROM THE EXECUTION OF THIS AGREEMENT. BUYER AND SELLER RESPECT THE CONFIDENTIAL NATURE OF THIS AGREEMENT AND AGREE TO MAINTAI N IN STRICTEST CONFIDENCE THE NAMES OF THE PARTIES WHOSE IDENTITIES MAY BECOME KNOWN TO ONE ANOTHER THROUGH EITHER THE TENDERING OF DOCUMENTS OR ASSEMBLY OF BANKING OR GOVERNMENT APPROVALS. THE PARTIES AGREE TO MAINTAIN STRICT CONFIDENT IALITY CONCERNING THE IDENTITIES OF THE PARTIES DIRECTLY OR INDIRECTLY INVOLVED I N THIS TRANSACTION. BUYER AND SELLER ACCEPT AND AGREE TO THE PROVISIONS OF TH E INTERNATIONAL CHAMBER OF COMMERCE FOR NON-CIRCUMVENTION AND NON-DISCLOSURE WITH REGARDS TO BUYER AND SELLER BEING INVOLVED IN THIS CONTRACT, ADDITIONS, RENEWA LS AND THIRD PARTY ASSIGNMENTS WITH FULL RECIPROCATION. ALL DATA REMAIN THE PROP ERTY OF THE PARTY WHO HAS BROUGHT THE RESPECTIVE DATA INTO THIS TRANSACTION. AN Y OF THE PARTIES BREACHING THIS RULE WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH ACTION, REGARDLESS OF WHETHER THEY ARE COMMITTED DELIBERATELY OR BY NEGLIGENCE. IN CASE OF BREACH OF THE RESPECTIVE RULES EMITTED, THE INTERNATION AL CHAMBER OF COMMERCE IN LONDON, UNITED KINGDOM WILL BE APPLIED TOBANKING DETAILSSELLER’S BANKING DETAILS:BANK NAME :ADDRESS :CITY :COUNTRY :SWIFT CODE :ACCT NAME :CEO:TELEPHONE :ACCOUNT NUMBER :ROUTING NUMBER :ACCOUNT OFFICER :.BUYER’S BANKING DETAILS:CONFIRMING BANK DETAILS:BANK NAME :PHONE :CITY :FAX :COUNTRY :CELL. :SWIFT CODESIGNATURE AND SEAL:____________________________________________ _____________________________________ _________THE BUYERTHE SELLER------------------。