Contract № ____
On Fuels and Lubricants Supply.

 «__» _____ 20___

“AQUAOIL” LTD , hereinafter referred to as the Supplier , presented by the Director Zaikin A.M. , acting on the basis of Charter and «_____________________» , hereinafter referred to as the Customer , presented by the Director _______________ , acting on the Charter, as the second party, signed the present Contract about the following:

1. SUBJECT OF THE CONTRACT

1.1 The Supplier is obliged to arrange bunkering of the vessels with fuel and lubricants in accordance with the request letter, thus duration of bunkering process is defined by technological features of bunkering process and quantity of fuel and lubricants declared by the Customer for bunkering.

1.2 The Customer is obliged to give in due time the vessel for bunkering in agreed with the Supplier place, accept and pay for the fuel and lubricants in proper time.

2. THE PRICE AND THE ORDER OF PAYMENTS

2.1 Total price of the Contract is determined by request letters of the customer.

2.2 The quantity and price of the fuels and lubricants is determined by the coordinated request letters of the Customer, Final product's price includes all the overhead expenses comprising delivery of gas oil, bunkering operations, taxation and customs formalities.

2.3 Price for a ton of Fuel is established in the amount of the price of the supplier, current on the date of delivery in US dollars: Price 1- in case there is a Buyer's indication in the request for bunkering a vessel about necessity to fill in customs documentation in accordance with the customs procedure of supply transfer. Price 2- in case there is no indication in the request for bunkering a vessel about necessity to fill in customs documentation in accordance with the customs procedure of supply transfer.

2.4 On the fact of bunkering the Supplier sets out invoices to the Customer to pay for bunker fuel, bunkering services and transport charges in accordance with the p.2.2 of the present Contract.

2.5 The Customer is to pay the accounts within 30 calendar days since the moment of bunkering. The third party may pay on the basis of the Contract.

2.6 If fuel supply was carried out on the basis of the Buyer's request at Price 1, but the customs authorities didn't confirm fully or in part the actual removal of the Fuel, the supplier has the right to demand from the Buyer to pay a compensation in the amount of difference between Prices 1 and 2, based on the quantity of the Fuel, which removal was not confirmed. The Buyer in this case is liable to make payment in accordance with an additional invoice during 15 (fifteen) calendar days.

2.7 The Customer carries all charges on transfer of money resources.

2.8 The paying is effected in USA dollars

under the following essential elements:

 See here

3. TIME AND TERMS OF DELIVERY

3.1. The Supplier is obliged to:

- Provide gasoil delivery and bunkering of the Customer's vessels before they put out in accordance to the request letters.

- Arrange bunkering process meeting all the requirements of fire and ecological safety;

- Provide the services on customs formalities clearance for the bunker gas oil for the vessels sailing abroad and transfer to the representative of the Customer all the necessary documents for confirmation of actual export of gas oil abroad of Russian Federation;

- Guarantee gas oil quality. Confirm oil product quality by a certificate of quality (fuel passport);

- Arrange all the relevant documents confirming the fact of bunkering,

- In a proper time inform the Customer on tariffs, operation regime, bunkering terms and conditions, ways of bunkering (from a bunkering tanker, auto-fuel-carrier), and others.

- Other organization services like, tugboat and other assistance may be ordered by the Supplier for an extra charge in coordination with the Customer.

3.2 The Customer is obliged to:

- Submit the letter of request in a proper format preliminary coordinated with the Supplier for the vessel bunkering not later than 2 days before bunkering.

- The letter of request is to be presented on the company's letterhead and should contain the following : the name of the

vessel, vessel's arrival time for bunkering, the place of bunkering,

port of registration, full name of ship-owner, charterer and their addresses, the basis of chartering of the vessel (time-charter, bareboat-charter, some different basis), name of the fuel and lubricants, quantity of the products, preliminary coordinated price of the roducts, procedure of settlements, payment uarantee record, flag of the vessel and the trip task in case of customs registration, phone numbers on the vessel, other information necessary for the full performance of the obligations by the parties.

- Ensure that the vessel accepts gas oil in requested amount.

- Transfer to the customs office at the closing of boundary customs formalities transferred to the representative of the Customer all the necessary documents for confirmation of actual export of gas oil abroad of Russian Federation ;

- To make payment for the fuels or lubricants, in accordance with the terms, stated in the p.2.2 of the present contract according to the invoices made out by the Fueler.

4. THE TERMS OF PRODUCT QUALITY AND QUANTITY ACCEPTANCE

4.1 Product delivered should meet the quality standards (GOST) or technical terms specified in the passport and/or correspondence certificate. The quality of the product delivered is to be confirmed by the passport for each portion and the copy of the certificate for the total amount of delivery according to the contract.

4.2 Product is considered to be delivered by the Supplier and accepted by the Customer on quality – according to the quality specified in the quality certificate; on quantity in accordance to the quantity and weight specified in the accompanying transport documents.

4.3 Should debatable class='cetext' issues arise in connection with the products inadequacy to the certificates, the Customer has the right to contest the products quality and make a claim. In this case the Customer is to attach to it an Act executed in accordance with the current laws and regulations of the Russian Federation with the participation of an independent monitoring organization competent in doing such sort of appraisals.

4.4 In case the claim is confirmed, the Supplier is to change the consignment supplied for another one at its own expense.

4.5 Claims on quantity and product adequacy to the contract specification as well as reclaims may be submitted within 10

days effective to the date of product portion

loading.

5. FORCE MAJEURE

5.1 None of the parties is to be responsible for non – performance of their obligations partially or fully, if this poor performance is due to such circumstances as flood, fire, earthquake and other natural disasters as well as war or military actions occurred after the contract has been signed. If any of such circumstances directly effected discharging the duties within the period of time specified in the contract , the time limits are being shifted for the

affected time.

5.2 The party for which it is impossible to perform the obligations should immediately inform in writing the other party about the possibility, terms and termination of the above mentioned circumstance but not later then 10 days since the moment of their coming into force.

6. ARBITRATION

6.1 The parties agreed that relationships on the current Contract are to be regulated by the Law of the Russian Federation .

6.2 All the debates and disagreements arising out of this Contract are to be settled by the Arbitration court of the Samara region.

7. SANCTIONS AND PENALTIES

7.1 In case of default of payment or infringements of payment periods the Customer pays the fine to the Supplier at the rate of 0.5 % of the overdue payment for each day of delinquency. The payment of fine doesn't discharge from obligations specified in the Contract.

7.2 The Customer carries the responsibility for currency offence. In a case of breaching the payment period entailing inobservance of the export terms in connection with the fact of non-reception of currency revenue in the exchange controls terms, the penalties are imposed on the Customer. The payment of penalties doesn't release from obligations provides in p.p. 7.2.

8. OTHER TERMS

8.1 The present Contract takes effect from the moment of its signing and is valid till all the engagements are met by both Parties, and as for mutual payment – to the moment all the payments are made. After the Contract is signed all preliminary talks on it, correspondence, preliminary agreements, and records regarding the intentions, connected with the subject of the current Contract, are cancelled.

8.2 The terms of the current Contract are equally compulsory for both Parties and can be changed on mutual agreement with a compulsory execution of a written document, signed by both Parties. Written document with amendments and additions is to be composed in two copies and is an essential part of the current Contract.

8.3 Current Contract can be terminated before the expiry date by written consent of both parties. In case any of the Parties systimatically breaks its obligations in connection with the Contract, it can be cancelled unilaterally by one of the parties with the written notice of the party, which systimatically broke its engagements minimum one month beforehand.

8.4 The parties envisage that the contract can be signed and sent by fax, at the same time the Parties are obliged in time no more then 30 calendar days to exchange originals of the signed Contracts.

9. ADDRESSES AND BANK DETAILS OF THE PARTIES

“CUSTOMER”

General director

                   _____________________