Contract No : ______________________ Date : 2006

CONTRACT FOR SALE AND PURCHASE OF STEAM COAL

No. : xxx / xxxxx/CS/III/ 2006

BUYER : PT. XXXXXXXXXXXXXXX

SELLER : PT. XXXXXXXXXXXXXXX

INDONESIA

By this agreement the Buyer, a company incorporated under laws of _____________ agrees
to buy and the Seller, a company incorporated under laws of Indonesia, agrees to sell the
following commodity on under mentioned terms and conditions.

1. DEFINITIONS
In This agreement, unless the context otherwise requires, following terms shall
respectively have following meanings :

a. "ASTM" means American Society for Testing and Materials

b. "Coal", "Steam Coal" means Indonesian Steam Coal meeting the spesification set
forth in this contract agreement
c. "FOBT" means Delivery Free On Board in accordance with INCOTERMS1990
and trimmed.
d. "Kcal" means Kilocalorie(s) as defined in "International System of Units"
e. "Kg" means Kilogram(s) as defined in "International System of Units"
f. "mm" means milimeter as defined in "International System of Units"
g. "Port of Loading" means the port at which the coal is to be loaded at in Indonesia
h. "Ton(s)", "Tonne(s)", and "MT" means metric tonne of 1,000 Kgs as defined in
"International System of Unit"
i. "Base Price" means FOB Vessel price per unit of coal
j. "Dollars", "US Dollars", "USD", "$", "Cent" where used shall refer to the
currency of the United States of America
k. A fraction of a tonne in any calculation shall be rounded up to the nearest tonne if
such fraction is one half of a tonne or more and shall be rounded down otherwise
l. A fraction of a cent in any calculation shall be rounded up to the nearest cent if
such fraction is one half of a cent or more and shall be rounded down otherwise
m. "Working day" means a day upon which business is regularly transacted and
unless expressly stated, the term "day" shall be deemed to mean "calender day"

2. COMMODITY, QUANTITY AND PORT OF LOADING

2.1. Commodity : Kalimantan Crushing Coal
2.2. Quantity : 40.000 MT / Month
( ± 10% at barge’s/Vessel option)
2.3. Period of Contract : 1 (one) year with option to extention
2.4. Port of Loading : South Kalimantan

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3. TYPICAL SPESIFICATION OF COAL
Typical analysis to ASTM standards on "Air Dried Basis" (ADB) except Total
Moisture in "As Received" (AR)

Total Moisture ar Max 14%

Inherent Moisture adb Max 10%
Ash Content adb Max 15%
Total Sulphur adb Max 1.0%
Volatile Matter adb 38 – 45 By Difference
Fixed Carbon adb 38 – 45 By Difference
Gross Calorific Value adb Min 6.300 Kcal / Kg - Reject 6.000 Kcal/Kg
HGI Min 40
Size 0 – 50 mm 90%
> 50 mm 10%

4. DELIVERY SCHEDULE
Loading of the first shipment of cargo will take place within 45 days after effective
L/C received.

5. QUALITY AND WEIGHT DETERMINATION

5.1 Sampling and analysis shall carry out at port of loading by PT. Geoservices
appointed by the SELLER and confirmed by the BUYER. The inspection
company shall state its determination in a Certificate of Analysis to the SELLER
with copy to the BUYER. The result of analysis will be final and binding upon
both parties for the purpose of premium/penalty calculation as spesified
hereunder.
5.2. The quality of each shipment shall be accordance with sampling and analysis
procedures set out in the ASTM standards. The cost and fees for sampling and
analysis shall be for the amount of the SELLER
5.3. The weight is to be ascertained by means of Draft Survey by an independent
Marine Surveyor Company of PT. Geoservices appointed by the SELLER and
confirmed by the BUYER at port of loading. The determination of Marine
Surveyor shall provide a Certificate of Weight to the SELLER with a copy of the
same to the BUYER.
5.4. The Marine Surveyor shall also inspect all holds of the vessel at port of loading to
ensure charterist Respon that have been througly cleaned and suitable for carrying
that shipment of coal, shall give a hold cleaning inspection certificate to the
SELLER, with a copy of the same to the BUYER. The cost and fees for any of
the service within this clause determined shall be for the account of the BUYER

5. SHIPMENT
The Commodity shall be shipped in several lots of shipment at Barge’s option, in the
following terms :

- FOB. Barge’s at loading point in Sungai Puting, Pasir Mas and Trisakti Port,
South Kalimantan.
- Scheduled of loading/shipment in the laycan which to be mutually agreed later on
by written notice of readiness.

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6. BASE PRICE AND ADJUSTMENT
6.1. Subject to the coal meeting the spesification in Clause 3 the Base Price Coal to be
delivered by the SELLER shall be FOB Vessel Port of Loading US$ 40.20
(Forty and 20/100 US Dollar) per MT. Price will be reviewed every three month
basis and shall be mutually agree between SELLER and BUYER in written
amandement.
6.2. The base price per Ton applicable to each shipment shall be adjusted pursuant to
this Clause 6.2 to account for quality variation determined in accordance with
clause 5. Adjustment under this clause shall be made in accordance with and the
Commercial Invoice to the BUYER shall be based upon the quality determination
made by the Inspection Company.

a. Total Moisture (As Received Basis)

If the actual Total Moisture of a shipment of coal as determined by the
Inspection Company is greater than seller’s guarantee for Total Moisture, the
Invoice Weight of that shipment of coal shall reduce by an amount
calculated in accordance with the following formula :

Actual TM – 14
Invoice Weight = Draft Weight – { ———————— x B/L Weight }
100

b. Gross Calorific Value (Air Dried Basis)

If the actual Gross Calorific Value (GCV) of a shipment of coal as
determined by the Inspection Company is lower or higher than seller’s
guarantee for GCV, the base price of that shipment of coal shall increased or
decreased by an amount calculated in accordance with the following
formula :

Actual GCV (ADB)

Adjusted Price in Invoice = Base Price x —————————
6.300 Kcal/Kg

c. Ash Content (Air Dried Basis)

If the actual Ash Content of shipment of coal as determined by the Inspection
Company is greater than seller’s guarantee for Ash Content, the base price of
that shipment of coal shall reduce by an amount of USD 0.5 per MT for each
1% Ash above 15% fraction prorata.

d. Total Sulphur (Air Dried Basis)

If the actual Total Sulphur of shipment of coal as determined by the
Inspection Company is greater than seller’s guarantee for Total Suphur, the
base price of that shipment of coal shall reduce by an amount of USD 0.5
per MT for each 0.1% Total Sulphur above 1.0% fraction prorata.

7. SHIPPING TERMS
7.1 The carrying vessel can be single or double hull bulk carrier, not over 20 year of
age.
7.2. Loading rate shall be 8,000 MT per weather working day (PWWD) of 24
consecutive hours Sundays and holidays included (SHINC).

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 7.3. If the SELLER fails to load coal at the average rate specified above, the
SELLER pay demurrage to the buyer for all time used after the expiration of
allowable lay-time at the rate provided hereunder. The BUYER shall pay dispatch
to the seller for any lay-time saved at on-half of the applicable demurrage rate, if
the vessel is loaded sooner than required. Settlement of Demurrage and Dispatch
to shall be made within 60 days of Bill of Lading date.
7.4. Any time lost by reason of strike, ricts, lockouts, civil commotion, force majeure,
etc, shall not count as lay-time unless any cargo is actually loaded, which case
actual time used to count.
7.5. Demurrage and Dispatch rate shall be informed later by the buyer upon
performing vessel nomination, in which the dispatch rate is half of the demurrage
rate.
7.6. The SELLER shall bear all of the cost of the loading of the coal on the vessel,
export tax and similar taxes, import or charge imposed by the government or a
governmental agency of Indonesia, and other cost which are normally considered
to be for SELLER’s account. The BUYER shall bear the shipping agency, crew
transfer, berth age, pilot age, tugboat and handling fees, port charge and other
similar costs which are normally consider to be vessel account.
7.7. BUYER shall notify the SELLER upon chartering the vessel and informing the
SELLER of vessel arrival date, the SELLER shall notify BUYER of Cargo
(coal) readiness for loading into the barges and ready for loading into the Mother
Vessel prior to the Mother Vessel arrival.
7.8. Lay time to be commenced 12 hours after Notice of Readiness issued than
accepted. If the SELLER is not able to load the cargo (coal) into the Vessel
within 12 hours after the vessel arrival, the SELLER will be responsible for the
demurrage at USD 30,000 per day. Settlement of Demurrage to shall be made
within 60 days of Bill of Lading date.

8. PAYMENT TERMS
8.1. Payment will be via Irrevocable, Confirmed, Non-transferable, Non-Divisible
DLC at sight. Payment per cargo shall be effected when the seller has prepared the
following documents as follow :

a. Seller’s Commercial Invoice in triplicate showing the basis on which such

payment in calculated.
b. A full set 3/3 of negotiable Clean on Board Bill of Lading marked “Freight
Payable as per relevant Charter Party”
c. 1 (One) Original plus 3 (three) Original copies of Certificate of Origin
d. 1 (One) Original plus 3 (three) Original copies of Certificate of sampling and
analysis issued by an Independent Surveyor/Inspection company at port of
loading
e. 1 (One) Original plus 3 (three) Original copies of Certificate of weight issued
by an independent Surveyor/Inspection company at port of loading.

SELLER’s Bank Details :

Bank Name : PT. XXXXXXXXX
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Bank Address : xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Account Number : #
Account Name : PT. XXXXXXXXX

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 Telephone Number : xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Fax Number : xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

BUYER’S Bank Details :

Bank Name :
Bank Address :
Account Number :
Account Name :
Telephone number :
Fax Number :

9. PERFORMANCE BONDS
9.1. If the SELLER fails to deliver the cargo on board according to the date stipulated
in this contact, the BUYER has the right & likuefy the SELLER’s performance
bond.
9.2. The SELLER has on obligation to pay all demurrage cost if the loading time
exceeds the allowable lay-time caused by the SELLER’s fault except for the
reason of Force Majeure criteria.
9.5. The BUYER has on obligation to pay all claim and cost for the such cancelation
or fails which may arise due to any work has been carry out by them in respect
there of the terms of this contract.

10. RISK AND OWNERSHIP

Risk in and to each shipment of product delivered under the terms of this agreement
shall pass to the BUYER when the product in question progressively passes the ship’s
rail at the loading port. Ownership in and to each shipment of product delivered in
terms of the full purchase in respect there of in term of this contract.

11. FORCE MAJEURE

The SELLER shall not be liable to the BUYER or BUYER shall not liable to the
SELLER for any delay, interruption or failure in the performance of obligation here in
under if such delay or failure is due to, or results from war (declared or undeclared),
embargo, blokade, revolution, rier, insurrection, mobilization, civil demmotion, strike,
lockout, act of god or enemies of Indonesia, fire, flood, storm, tempest, laws of any
government which materially affect or prevent SELLER’s/BUYER’s ability to
perform under this contract, breakdown of equipment (having a duration of more than
one moth), or other cause or causes beyond the reasonable control of the SELLER or
BUYER.
The parties whose performance of any obligation is directly affect by reason on any of
the causes referred to herein above, shall as promptly as possible give notice there of to
the other party by fax or other means of rapid written communication and shall also
within ten days thereafter notify the other party in writing the particulars of the relevant
event and supply supporting evidence. The party so affected shall also use its best
effort to resume without delay compliance with that obligation.

12. APPLICABLE LAW AND ARBITRATION

The contract shall be governed by the Law of Singapore. Any Dispute arising during
execution of this contract shall be settled amicably by mutual agreement between the
contracting parties. Should no agreement be reached. Then the dispute shall be brought

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 for final settlement under the arbitration of the International Chamber of Commerce or
the Foreign Trade Arbitration by one or more arbitrator appointed in accordance with
the said Rules.

Cost shall be borne equally by the BUYER and the SELLER

13. CESSION AND ASSIGNMENT

Neither party may seed or assign the whole or any part of its right or obligation under
this contract to any other party without prior consent in writing of the other party,
provided however that such consent shall no be unreasonable withhold. This contract
shall be binding upon and insure to be benefit of the legal representstive and successors
of parties hereto. Any purported assignment or cession by either party without the said
written consent by other party shall be void.

14. NOTICES
Any notice to be given by one party to the other hereunder (other than routine
operational communications) shall be delivered to the party concerned by letter,
facsimile at its address quoted at the commencement of this agreement. Either party
may, by notice in writing to the other from time to time, specify a different address for
this purpose.

15. WAIVER
Except as herein otherwise spesifically provided the failure of either party to insist on
strict performance of any provisions of this Agreement or to take advantage of any
right hereunder, shall not be construed as a waiver of such provisions or right of
subsequent performance thereof.

16. MODIFICATION
No modification or addition to this contract shall be effective or binding upon either
party hereto. Unless set forth in a written instrument signed by the duly authorized
representatives of the Buyer and the Seller.

17. ENTIRE AGREEMENT

this agreement includes all agreements, promise and understanding of the parties hereto
concerning the subject Articles hereof, and shall and does supersede any and all prior
discussions, agreement and understandings between the parties.

18. CONFIDENTIALITY
Except for disclosures required by applicable law and judicial process, each party shall
use its best endeavors to keep the terms and conditions of this contract strictly
confidential.

IN WITHNESS WHEREOF the respective Parties have caused this Contract to be executed
in two copies, each of which shall be considered an original by their respective officers
thereunto duly authorized the day and year first hereinbefore written.

Banjarmasin, March 2006

SELLER : BUYER :
PT. xxxxxxxxxxxxxxxxxxx PT. xxxxxxxxxxxxxxxxxx

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