Silver Silver U U nion nion (Group) (Group) PURCHASE CONTRACT No. : Date : KNOW ALL MEN BY THESE PRESENTS : This Agreement executed in between : SILVER UNION ENTERPRISES LTD ( hereinafter referred to as the ‘BUYER’ ) And NINH BINH CORPORATION ( hereinafter referred to as the ‘SELLER’ ) NOW IT IS HEREBY AGREED AND DECLARED in between the SELLER and the BUYER as follows : 1. Commodity and Quantity : 1.1 Commodity : Tapioca Chips 1.2 Origin : Vietnam 1.3 Quantity : 1,000 MTS +/-5% at Seller’s option 2. Shipment : Middle of September 2008 loading by about 40 x 40’ containers. Total quantity 1,000 MTS +/- 5% as per following terms: - CFR CY basis - Port of Loading : Ho chi minh port, Vietnam - Port of Discharge : Qingdao, China - Partial shipment : allowed - Transshipment : allowed 3. Specifications : Tapioca Peel / bark is removed Specification – Starch : 70% min Raw Fibre : 4% max Moisture : 14.5% max Foreign matter including Sand /S ilica : 2% max ** Heavy Elements contents – PB (Lead) : 0.2mg/kg max AS (Arsenic) : 0.2mg/kg max NAHSO 3 /SO 2 : 0.03g/kg max 4. Packing : Pack in the PP woven bags of about 40 - 60 Kgs net each. 5. Unit Price : USD 200 PMT (U.S. Dollars two hundred per Metric Ton only) CFR CY basis Qingdao port, China including THC at Qingdao, 21 days of free demurrage at discharging port 6. Quality and Quantity determination : 6.1 Weight and Quality : As per certificate issued at the Port of loading by The Asia Goods Control Company nominated by the Buyer. The cost of survey is to be the account of Seller Weight to be determined by full container loaded with cargo together with truck deducting the weight of empty container, the truck and the tare of total bags in the Containers or by weighing 100% total cargo before stuffing in containers and then deducting the tare of total bags. Such survey to be conducted by the inspectors of The Asia Goods Control Company The surveyor shall provide the corresponding Certificate of Quality and Quantity/Weight for the shipment, the result or findings of which shall be conclusive, final and binding between the Buyer and Seller for invoicing purposes. S i l v e r S i l v e r U U n i o n n i o n (Group) (Group) No. : Date : 6.2 Inspection : The Buyer and/or their representatives have the rights to inspect the cargo at any stages of the processing, warehousing and loading vessel operation The Buyer and/or their representatives reserve the rights to reject any cargo which is not strictly in conformity with the terms and conditions of the contract. 6.3 Right to Attend Survey and Inspection : Each party, at its own expense, shall have the right to appoint representative(s) to attend loading / discharge of tapioca chips and to collect samples and / or observe sampling and analysis being performed by the independent inspection agency. 6.4 Fumigation to be carried out immediately after completing of loading and the fumigation to be done by the surveyors of an Independent Fumigation Company which must be recognized by the Vietnam Government nominated by the Buyer at the cost of the Seller. Certificate of Fumigation should be issued by the Independent Fumigation Company who arranged the fumigation of the subject shipment. After fumigation conducted the said shipment is free from mould and live insects 6.5 Upon fumigation, Phytosanitary Certificate to be arranged by Government Authority within 24 hours after completing of loading. 7. Insurance : Insurance shall be covered by the Buyer/Ultimate receivers of the cargo at their cost from the port of loading in Vietnam to the port of discharge in China. 8. Terms of Payment : 8.1 Buyer or its representatives shall establish an Irrevocable 100% at sight Letter of Credit directly from a bank in Hong Kong or Singapore in favor of Seller not later than 3 rd September 2008 but before commencing stuffing cargo into containers. L/C to be advised to Bank for Investment and Development of Vietnam , Ninh Binh Branch, Vietnam, SWIFT Code B I D V V N V X . Such L/C to be arranged at the amount of US$ 200 Per Metric Ton CFR CY basis Qingdao port, China. L/C amounting to the contract value in USD and payable against Beneficiary’s draft payable 100% at sight. 8.2 Documents required which Seller must prepare and send to Buyer as follows : a) Signed Commercial invoice 3 Originals indicating the Contract No b) Signed Packing list in 3 Originals c) 3/3 Original Clean on Board Ocean Bills of Lading made out to order and blank endorsed, marked ‘Freight Prepaid including destination THC’ and showing “21 days of free demurrage at Qingdao Port, China” and notifying L/C applicant. d) Certificate of Origin in 1 copy to be issued by The Asia Goods Control Company (the date of this Certificate of Origin after B/L date acceptable) e) Certificate of Quality in 1 copy to be issued by The Asia Goods Control Company f) Certificate of Quantity / Weight in 1 copy to be issued by The Asia Goods Control Company g) Certificate of Analysis in 1 copy to be issued by The Asia Goods Control Company h) Certificate of Containers cleanliness survey in 1 copy to be issued by The Asia Goods Control Company i) Certificate of Fumigation in 1 copy to be issued by an independent Fumigation Company in Vietnam. j) Certificate of Origin (form E) in 1 photocopy to be issued by a Government Authority in Vietnam (the date of Certificate of Origin after B/L date acceptable) k) Phytosanitary Certificate in 1 copy to be issued by Government Authority in Vietnam l) Beneficiary’s shipping advice dispatched to The Buyer by fax within 24 hours after shipment advising name of vessel, shipment date, quantity, weight, Contract No., Commodity and Value of shipment. m) Beneficiary’s Certificate showing that : 1) Seller has faxed a full set of non-negotiable shipping documents to L/C applicant within 3 working days after shipment effected 2) Seller has dispatched the following documents to L/C Applicant directly by DHL courier service within 3 working days after shipment date : S i l v e r S i l v e r U U n i o n n i o n (Group) (Group) No. : Date : i) 1 Original and 2 Copies each of Certificate of Origin, Certificate of Quality, Certificate of Quantity/Weight, Certificate of Analysis, Certificate of Containers cleanliness survey issued by The Asia Goods Control Company ii) 2 Originals and 1 Copy of Certificate of Fumigation issued by an independent Fumigation Company in Vietnam iii) 1 Original , 1 Triplicate and 1 Quadruplicate of Certificate of Origin ( Form E ) issued by a competent authority in Vietnam iv) 1 Original and 1 Copy of Phytosanitary Certificate issued by a Government Authority 3) Documents required by all parties concern to be couriered by DHL and upon the arrangement, the Courier receipt(s) must be faxed by Seller to L/C applicant for their tracking with DHL and such receipt to be submitted with the documents stated under 8.2 for negotiation purpose. 9. Bank Charges : All Banking charges at Buyer’s / L/C applicant’s bank are to the account of BUYER All Banking charges at Seller’s / L/C beneficiary’s bank are to the account of SELLER 10. Notices : Any notice required or permitted by this agreement shall be in writing and in English language and may be delivered personally or by telex, facsimile or prepaid registered mail addressed to the parties as follows: 11. If to the BUYER : SILVER UNION ENTERPRISES LTD If to the SELLER : NINH BINH CORPORATION 12. Other terms & Conditions: 12.1 All export formalities ( license, permit…etc) and all charges ( duties, levies, Taxes, dues etc…) or any other expenses present or future to be for Seller’s account and risk 12.2 Seller’s failure to obtain the relative Export License cannot be treated as Force Majeure 12.3 Other terms and conditions as per GAFTA 107 and GAFTA 125. 13. Arbitration : As per regulations of the GAFTA 107 and GAFTA 125 London 14. Effectivity and Validity : This contract comes into effect immediately upon signing by both SELLER and BUYER via fax and shall be valid until the contracted tonnage under the agreement has been fully consummated. To signify understanding, agreement and acceptance of all conditions above, both parties have hereunto fixed their signatures below : BUYER SELLER (Authorized Signatory) (Authorized Signatory) . determined by full container loaded with cargo together with truck deducting the weight of empty container, the truck and the tare of total bags in the Containers. Seller’s option 2. Shipment : Middle of September 2008 loading by about 40 x 40’ containers. Total quantity 1,000 MTS +/- 5% as per following terms: - CFR CY