COKE COAL PURCHASE AND SALE AGREEMENT

This Agreement is entered into between WORLD LOGISTICS SERVICES

CORPORATION USA, a Delaware Corporation, at 9201 TAVENOR LANE, HOUSTON, TEXAS 77075
USA (the Buyer), and IINTERNATIONAL ENERGY WORLD (the Seller), for the purchase and sale of
Steam Coal (hereinafter the “Coal”) on the terms set out below:

Date: NOVEMBER 11, 2022

Contract Number:
Buyer: WORLD LOGISTICS SERVICES CORPORATION
Seller: MINERAL TRADER SAS
Commodity: Steam Coal
Origin: Colombia, South America
Term: Twelve (12) Months based upon the successful completion of the first shipment
Loading Port Puerto Riverport, Barranquilla, Colombia South America
Discharge Port To Be Declared by Buyer.
Laycan: The LAYCAN shall be mutually agreed to between BUYER & SELLER. However, the
LAYCAN shall be not less than forty-five (45) days from the date of receipt of the
BUYER‟s Letter of Credit by the SELLER.
Quality: The quality of the Coal supplied under this Agreement shall be determined using the
A.S.T.M. Standards and must satisfy the following specifications on an “As Received”
Basis except Moisture:

MOISTURE 9.00%
ASH 10.00%
VOLATILE MATTER 33.00% - 37.00%
FIXED CARBON 42% (By Difference)
SULFUR 0.85% MAX
GROSS CALORIFIC 11,200 BTU/lb (Reject Below 12,200
Btu/lb) HGI Greater Than 50

Size: 50mm x 0mm

Contract Quantity: Thirty five thousand metric tons (35,000 MT) +/- 10%.
Delivery Period: MONTHLY
Contract Term: TWELVE (12) CONSECUTIVE MONTHS. THE BUYER SHALL HAVE THE
OPTION TO EXTEND THIS AGREEMENT FOR A SECOND TWELVE MONTH
TERM BY NOTIFYING THE SELLER IN WRITING SIXTY (60) DAYS PRIOR TO
THE EXPIRATION OF THE INTIAL TWELVE (12) MONTH TERM.
Price: ONE HUNDRED FIFTY DOLLARS UNITED STATES DOLLARS PER METRIC
TONNE (US$150 /MT) FOB VESSEL AT LOADING PORT. THE PRICE SHALL NOT
BE SUBJECT TO PREMIUMS OR PENALTIES FOR DELIVERD QUALITY. THE
PRICE SHALL BE SUBJECT TO ADJUSTMENTS AS REFERENCED IN THE PRICE
ADJUSTMENT SECTION HEREOF.
Price Adjustments The Selling Price of the coal as hereinabove referenced in the Price Section of This
Agreement shall be adjusted six months from the date hereof (Adjustment Date). The
SELLER shall notify the BUYER sixty (60) days prior to the Adjustment Date of any
increases or decreases in the Price of the Coal subject to This Purchase & Sale
Agreement.
Shipping Terms Shipping Schedule and Vessel Nomination
Except as expressly provided for under this Agreement, Seller and Buyer and their
respective agents shall comply with all Terminal Rules and Regulations of the Port
riverport, Colombia (Loading Port).

The schedule of vessel arrivals at the Load Port shall be mutually agreed upon by Seller
and Buyer to permit loading of up to one 35,000 Metric Tonne (MT) size vessel per
month for the Term of This Contract.

Thirty (30) days prior to the estimated time of arrival of a vessel at the Load Port, the
Buyer shall nominate the performing vessel (the Vessel Nomination). The Vessel
Nomination shall contain the rates applicable in respect of demurrage and despatch
(which shall be the rates contained in the charter party for the performing vessel). The
Seller must confirm receipt of the Vessel Nomination within two (2) days of receipt of
that document.
The Buyer (or its agent) shall give written notice (Notice of Arrival) to the Seller (or its
agent) of the estimated time of arrival of the vessel at the Load Port ten (10) days, five
(5) days, 48 hours and 24 hours in advance of the actual estimated time of arrival of the
vessel at the Load Port.
Demurrage
In the event that laytime is exceeded the Seller must pay demurrage to the Buyer for
excess time used in loading the vessel at the Demurrage Rate.
In the event that laytime is saved, the Buyer must pay despatch to the Seller for laytime
saved in loading the vessel at a rate which is equal to half the Demurrage Rate.
Settlement of any demurrage and despatch payments between the Parties must be
made within thirty (30) days after receipt of an invoice requiring payment in respect of
demurrage or despatch under this Agreement.
Loading
The Seller shall arrange for the Coal to be loaded, stowed and trimmed (to the vessel
master‟s satisfaction and under his supervision) free of risk, expense and responsibility
of the vessel and the Buyer.
The loading of the vessel shall be arranged so that the vessel‟s turn to load shall be
determined in accordance with the order of arrival at the Load Port (unless otherwise
determined in accordance with the rules of the Load Port in force at the time of arrival
of the vessel).

The Seller shall guarantee the following average loading rates per weather working day
(PWWD) of twenty four (24) consecutive hours SSHINC.
Vessel Size Average Loading Rate
(Deadweight metric tonnes) (Metric Tonnes Per Hour)
35,000MT 1,500MT/HOUR PWWD SSHINC

Loading rates shall be calculated pro-rata for periods of less than twenty four (24) hours.
The Seller shall bear the cost of loading the Coal on the vessel, wharfage, impost or
charge imposed by any Government Agency along with similar costs which are usually
considered to be for the Seller‟s account.

Miscellaneous
 All costs incurred in respect of overtime at the Load Port shall be for the account of
the Seller unless ordered by the Buyer (in writing). Any costs incurred in respect of
overtime in relation to the vessel‟s crew or officers will always be borne by the vessel.
The vessel must furnish all lighting necessary for night work on board the vessel.
Hatch-covers and hatch-beams, if any, shall be removed and replaced at the Load
Port by the vessel owner at the vessel owner‟s cost.
If warping or shifting alongside the wharf is necessary after the vessel has berthed, the
time required shall be counted as laytime used and all expenses incurred shall be borne
by the Seller, unless it is made by the vessel‟s request (which must be in writing).
The bill of lading issued in respect of the shipment of Coal shall be issued on the basis
of official weights at the Load Port determined by any independent marine surveyor
using standard water displacement methods.

The general provisions are as follows:

Sale and Purchase The Seller agrees to sell and deliver the Coal to the Buyer, and the Buyer agrees to
purchase and take delivery of the Coal from the Seller, in the quantity and on the
terms and conditions set out in this Agreement.
The Product is sold FOB vessel at the Load Port.
Where there is any conflict between the Incoterm referred to above and the other
provisions contained in this Agreement, the terms of this Agreement shall prevail.
The Coal will be delivered at the rate of approximately 35,000 metric tonnes (MT)
per month during the Term of this Agreement.
Title and Risk: Buyer shall act as exporter of record on any Coal shipped out of COLOMBIA pursuant
to this Agreement.
Title to and risk of loss or damage to the shipment of Coal shall pass to the Buyer as
the Coal passes progressively over the vessel‟s rail at the Load Port.
It is a condition of this Agreement that at the time of delivery of Coal, the Seller will
have good title to the Coal and that the Seller will deliver the Coal to the Buyer free
and clear of all liens, claims and encumbrances.
In the event that the shipment of Coal is rejected under this Agreement then title to
the Coal shall pass back to the Seller immediately and the risk of any loss or damage
associated with the Coal shall pass back to the Seller upon the Buyer giving the Seller
notice of such rejection.
Determination of Quality A draught (or equivalent gauge) survey of the shipment of Coal shall be performed at
and Quantity: the Load Port by an independent marine surveyor (the Marine Surveyor) selected,
appointed, and paid for by the Seller. At the Load Port the Marine Surveyor will issue
a draught survey certificate for the shipment of Coal (the Certificate of Weight). The
results contained in the Certificate of Weight shall be binding on the Parties (except
in the case of fraud or manifest error).
The Seller shall appoint an independent inspector (the Independent Inspector) to
take representative Coal samples at the Load Port. The sample obtained during the
loading of the shipment of Coal at the Load Port shall be split into parts as follows:
 a sample to be forwarded to the Independent Laboratory for analysis
(the Test Sample);
 a sample to be kept for the purposes of a referee (the Referee Sample);
and
 a sample to be forwarded to the Buyer (the Buyer Sample).
The Independent Inspector must:
 send the Test Sample to an independent commercial laboratory (the
Independent Laboratory) as directed by the Parties;
 retain the Referee Sample in a suitable air-tight container properly
sealed and labelled for at least ninety (90) Business Days after the date on which
the loading of the shipment of Coal is completed; and
 The Buyer has the right, at its sole risk and expense, to have a representative attend
and observe the procedures undertaken in respect of the determination of quality
and/o

Seller shall appoint an Independent Laboratory to analyse the Test Sample. The Test
Sample shall be tested in accordance with the Standards and against the
Specifications. The Independent Laboratory shall issue a certificate of analysis
certifying the results of such analysis (the Certificate of Analysis) of the shipment of
Coal at the Load Port.
Within two (2) Business Days of receipt of the Certificate of Analysis, either Party (the
Challenging Party) may, by notice in writing to the other, challenge any value
contained in the Certificate of Analysis and elect that the Referee Sample be
submitted to a referee appointed by the Parties for testing in accordance with the
Standards and against the Specifications for prompt issuance of a certificate (the
Referee Analysis Certificate)
Any value shown in the Certificate of Analysis which is not challenged by the
Challenging Party will become a binding result.
The results contained in the Referee Analysis Certificate shall form the basis of
discussions into which the Parties shall engage in order to negotiate a mutually agreeable
position in relation to the price payable for Coal supplied under this Agreement.
The costs associated with sampling and analysis (including the fees of the
Independent Inspector and the Independent Laboratory) shall be borne by the Seller.
All costs associated with the analysis performed by a referee shall be borne by the
Challenging Party.

Price and Payment: Unless otherwise agreed by the Parties, the amount payable by the Buyer to the Seller
in respect of the shipment of Coal shall be the Base Price (as adjusted) (the Final
Price) multiplied by the quantity of Coal delivered (expressed in MT).
All payments due in respect of the shipment of Coal under this Agreement shall be
paid in US Dollars.
Documentary Letter of Credit
Buyer must secure its payment obligations and any other material obligations under
this Agreement by opening a Documentary Letter of Credit, irrevocable, transferable,
confirmed, divisible, revolving and in full operation (SBLC/MT760), in favour of the
SELLER in an amount to meet the obligations required to purchase one month of
shipments. The Documentary Letter of Credit shall be issued by a Top 50 U.S.
commercial bank (a Documentary L/C) no later than 5 days from the date of
execution of this Agreement. A copy of the aforesaid Documentary L/C is attached
hereto and made part hereof as though full interlineated herein. The Documentary
Letter of Credit shall remain open and revolving during the TERM of this Agreement
and any extensions thereof, subject to any price adjustments in the Selling Price of
the Coal.

Telegraphic Transfer
The payment of the Final Price will be made in the bank account designated by the
Seller once the ship is loaded and certified by the international certifier, BASED ON
THE DRAFT READING BY THE DESIGNATED SURVEYOR IN COLOMBIA, THE
RESULTS WILL BE FINAL AND ACCEPTED BY BOTH PARTIES , payment will be
made against shipment, by the Buyer, the seller will deliver the original shipping
documents related to the shipment of Carbon. The Seller shall submit to the Buyer
the following original documents:
 a Commercial Invoice signed by the Seller indicating the basis of the
calculation of the Final Price, in triplicate;
 a full set of negotiable clean „on-board‟ ocean bills of lading made out to
order of the Issuing Bank certifying the loading of Coal in the quantity as stated
in the Certificate of Weight;
 the Certificate of Weight (including the draft survey report) issued in
accordance with this Agreement, in triplicate.
  the certificate of origin, in triplicate; and
 a copy of the statement of fact from the Load Port Authority.
 A Certificate of Analysis in triplicate
One copy of each of the documents referred to above must be sent by fax or email to
the Buyer promptly following the completion of loading the shipment of Coal at the
Load Port.
All bank charges connected to remittance made by way of telegraphic transfer shall
be for the account of the Buyer. All bank charges incurred at the Seller‟s drawing
bank shall be for the account of the Seller.
Warranties for Quality: The Seller warrants that:
 the shipment of Coal shall be substantially free of impurities such as
wood, iron, non-ferrous metals, blast materials or other foreign materials whether
emanating from mining operations, storage or handling activities or loading of the
Coal at Load Port;
 the shipment of Coal shall not contain petroleum coke, pitch, pitch coke,
tar sludge or other by-product related solids (collectively, Organic
Contaminants) as determined by the Independent Inspector in accordance with
this Agreement;
 no Organic Contaminant or any other non-coal material other than
chemicals applied for dust suppression or spontaneous combustion treatment
has been intentionally added to the shipment of Coal; and
 no salt has been intentionally added to any shipment of Coal, whether
for freeze-proofing, dust-proofing, elimination of the possibility of spontaneous
combustion or otherwise and no part of the shipment of Coal has been in contact
with sea or salt water prior to the completion of loading at the Load Port.
In the event that a survey undertaken by the Testing Laboratory under this clause
indicates that there is not an excess of foreign materials in the Coal then the Buyer
shall pay all costs associated with the survey. The determination contained in the
survey undertaken by the Testing Laboratory under this clause will be final, conclusive
and binding on each Party (except in the case of fraud or manifest error).
In the event that a survey undertaken by the Testing Laboratory under this clause
indicates that there is an excess of foreign materials in the Coal then the Parties shall
negotiate an amendment to the price payable for Coal.
Force Majeure: A Party (the Affected Party) shall be relieved from the performance of its obligations
under this Agreement (other than a failure to make payment under it) to the extent
and for the duration that such performance is delayed, interrupted, prevented, affected
or impaired by an event of Force Majeure provided that the Affected Party:
 is in good faith unable to perform its obligations under this Agreement
by any reasonable substitute means;
 continues to take all reasonable steps to remedy the circumstances
giving rise to the event of Force Majeure and to minimise the effect of such
circumstances upon the performance of its obligations under this Agreement,
provided that this shall not require any Affected Party from settling strikes or
lockouts, which shall be in such Party‟s sole discretion; and
 has complied with the notice requirements of this clause.
The Affected Party must, as soon as reasonably possible after becoming aware that
performance of an obligation under this Agreement is prevented or impaired by an
event of Force Majeure, provide notice to the other Party setting out (to the extent
known at the time of giving such notice):
 full particulars the event of Force Majeure;
 the obligations affected by the event of Force Majeure and the extent of
its effect on those obligations; and
 an estimate of the likely duration of the event of Force Majeure.
If an event of Force Majeure continues for more than 60 consecutive days, either
Party may, at its option, without penalty, and so long as the event of Force Majeure
 is continuing, elect to terminate this Agreement by giving written notice to the other
Party.
Taxes and Charges: If the Buyer is required to deduct or withhold Taxes from a payment to the Seller, it
must:
 make those deductions or withholdings (or both);
 pay the full amount deducted or withheld as required by relevant law;
 give the Seller a receipt for each payment; and
 increase its payment to the Seller to an amount which will result in the
Seller receiving the full amount which would have been received if no deduction
or withholding had been required.
Termination: A Party (the Non-Defaulting Party) may immediately terminate this Agreement by
written notice to the other Party (the Defaulting Party) if:
 the Defaulting Party has committed a material breach of this Agreement
(including a misrepresentation) that is capable of remedy and has failed to
remedy that breach within five (5) Business Days after receipt of written notice of
such breach from the Non-Defaulting Party;
 the Defaulting Party has committed a material breach of this Agreement
(including a misrepresentation) and the breach is incapable of being remedied;
 the Defaulting Party fails to make any payment when due and payable
under this Agreement and such failure is not remedied within three (3) Business
Days after receipt of written notice of such breach from the Non-Defaulting party
requiring payment to be made;
 the Defaulting Party suffers an Insolvency Event; or
 there is a breach of the clauses (below) which provide for obligations in
relation to compliance with laws and anti-corruption.
If an event of Force Majeure continues for more than sixty (60) consecutive days then
either Party may, at its option, elect to terminate this Agreement by giving notice in
writing to the other Party.
The termination of this Agreement is without prejudice to and does not affect the
accrued rights or remedies of any of the Parties arising in any way out of this
Agreement up to the date of termination.

All clauses that give effect to the Parties‟ rights and obligations under this Agreement
and this clause shall survive the termination of this Agreement.
Governing Law & Venue: This Agreement shall be governed by the laws of the United States of America. Venue
for any litigation between the Parties with respect to the subject matter hereof shall be
proper only in the United States Federal Court, Southern District of Texas, City of
Houston, Harris County, Texas. The prevailing Party or Parties in any such litigation shall
be entitled to reimbursement of its costs and reasonable attorney's fees incurred in
connection with such litigation in addition to any other relief to which it may be granted.

Notices: Each communication under or in connection with this Agreement:

 may be given by overnight courier, post, or email.
 must be in writing.
 must be addressed as follows:

If to the Buyer:
Attention: Daniel Levine, CEO
Attention: Ivan Frankel, CAO
Address: World Logistics Corporation USA
 9201 Tavenor Lane,
Houston, Texas 77075 U.S.A.
Or : P.O. Box 5130, Pasadena Texas 77508
Phone: (518-779-11127) (Mobile)
Email: d.levine@wlscorporation.com

If to the Seller:

Attention: Jesus Betancourt Solarte

Attention: Luis Carlos Lara Ospina
Address: Calle 64B No 71 – 18 Bogotá D. C. – Colombia
Address: Gaspar de Villarroel Edificio Plaza 6 of. 69 Sexto piso – Quito -
Ecuador
Phone: 57- 318 8449180 – 57 - 3202436838
Email: mineraltradersas@hotmail.com
 in the case of overnight courier, or post must be signed by the party
making it or (on that party‟s behalf) by the solicitor for, or any attorney, director,
secretary, or authorised agent of that party.
 in the case of email must be in PDF or other format that is a scanned
image of the original of the communication, including a handwritten signature,
and be attached to an email that states that the attachment is a communication
under this Agreement; and
 must be posted by prepared post or overnight courier to the address,
sent by fax to the number or sent by email to the email address of the addressee,
in accordance with this clause.
Each communication (including each notice, consent, approval, request and demand)
under or in connection with this agreement is taken to be received by the addressee:
 (The case of overnight courier) on the day delivered, as evidenced by the
ordinary business records of the courier service.
 (The case of prepaid post sent to an address in the same country) on
the third day after the date of posting.
 (in the case of prepaid post sent to an address in another country) on
the fifth day after the date of posting by airmail; and
 (in the case of email) unless the party sending the email knows or
reasonably ought to suspect that the email and the attached communication were
not delivered to the addressee's domain specified in the email address notified
for the purposes of this clause, 24 hours after the email was sent,
but if the communication would otherwise be taken to be received on a day that is not
a working day or after 5.00 pm, it is taken to be received at 9.00 am on the next
working day ("working day" meaning a day that is not a Saturday, Sunday or public
holiday and on which banks are open for business generally, in the place to which the
communication is posted, sent or delivered).
Vienna Convention: The United Nations Convention on Contracts for the International Sale of Goods
adopted at Vienna, Austria, also known as the Vienna Convention, shall not apply to
this Agreement.
Compliance with Laws: Notwithstanding anything to the contrary stated or implied in this Agreement, nothing
contained in this Agreement is intended to induce or require either Party to act in any
manner which is or is likely to be inconsistent with, penalized, prohibited or in violation
of the laws, regulations or rules (where applicable) of the United States of America.
Either Party may terminate this Agreement with immediate effect without incurring any
liability to the other Party if at any time they become aware that performance of this
Agreement may involve an act or omission penalized or prohibited under the laws,
rules or regulations (where applicable) of the United States of America.
Anti-Corruption: Each Party represents and warrants that:
 it has not, and does not know or have reason to know, that any of its
directors, officers, agents, or employees have, or in the future will pay, offer,
promise or authorise the payment of money or anything of value, directly or
indirectly, to any government official, political party or official thereof, or candidate
for political office, or to any company or organisation that is partially or wholly-
owned or controlled by a foreign government or a foreign government agency
(collectively, Government Official), for the purpose of influencing any act or
decision of such Government Official in favour of either party, or inducing such
Government Official to act in violation of his lawful duty in order to obtain, retain
or direct business to any person, or to secure any improper business advantage;
and
 it has conducted its business in compliance with all applicable anti-
bribery laws to which it may be subject and has instituted and maintains policies
and procedures designed to facilitate compliance with these laws: each Party will
make and keep such books, records and which in reasonable detail accurately
and fairly reflect the transactions and dispositions of their assets.
Entire Agreement: This Agreement constitutes the entire agreement of the Parties about its subject
matter and supersedes all previous agreements, understandings and negotiations on
that subject matter. The Parties will not be bound by any other prior obligations,
conditions, warranties or representations which relates to the subject matter of this
Agreement.
In the event that there is any conflict between the terms of this Agreement and the
Incoterms, the terms of this Agreement shall prevail.
Representations and Each Party represents and warrants to the other, on the date of this Agreement and
Warranties: on the date of the shipment of Coal:
 it is duly organised and validly existing under the laws of its place of
incorporation.
 it has full power and authority to enter into and perform this Agreement.
 the entry into and performance of this Agreement does not breach any
obligation (including any statutory, contractual, or fiduciary obligation) of that
party, any law or the constituent documents of that party; and
 it has taken all necessary corporate action to authorise entry into this
Agreement and has taken or will take all necessary corporate action to authorise
the performance of this Agreement and carry out the transactions contemplated
by this Agreement.
Assignment: Neither Party may assign, novate, encumber, create an interest in or otherwise dispose
of any rights or obligations under this Agreement (in full or in part) without the prior written
consent of the other, which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, either Party may, without the written consent of the other
Party, assign this agreement to a financial institution in connection with a financing
transaction; provided that such assignment does not relieve assignor from liability for full
performance under this Agreement
Confidentiality & Non- The identity of the parties are private and confidential to the parties and shall, save where
Circumvention: disclosure is required by regulatory governmental or judicial authority, not be disclosed
to third parties without the prior consent of the other party by notice in writing, which
consent shall not be unreasonably withheld or delayed.

Buyer and Seller mutually agree that they will not, either directly or indirectly, or through
others, independently of buyer or seller, enter into exclusive sales or purchase
arrangements, broker contracts, sales contracts, or steam coal supply agreements with
any of the steam coal producers, traders or re-sellers disclosed by seller to buyer or by
buyer to seller as the case may be, as a result of this Agreement or as a result of this
transaction. Likewise, buyer and seller agree that they will not directly or indirectly, or
through others, enter into sales or purchase arrangements with each other‟s customers,
off-takes, coal sources or re-sellers as a result of this transaction.
Inconsistent Law: To the extent permitted by law, this Agreement prevails to the extent it is inconsistent
with any law. If at any time any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under any applicable law then such illegality,
invalidity or unenforceability will not affect the legality, validity or enforceability of the
other provisions of this Agreement.
No Reliance or Each Party warrants and agrees that when entering into this Agreement is relied on
Inducement: the following matters independently of any statements, inducements or
representations made by or on behalf of any other Party (including without limitation
by the officers, employees or agents or any other person acting on a Party's behalf):
 their own inspections and investigations.
 the terms expressly contained in this Agreement.
 its own skill and judgment; and
 opinions and advice obtained independently of the other Party.
Severability: If any of the provisions of this Agreement are invalid or unenforceable, the invalidity
or unenforceability does not affect the operation, construction or interpretation of any
other provision of this Agreement. This is not the case if the deletion would
substantially alter the intention of the Parties. For all purposes, the invalid or
unenforceable provisions are treated as being severed from this Agreement.
Counterparts: The Agreement may be executed in any number of counterparts each of which shall
be deemed an original but all of which shall constitute one and the same instrument.
Variation and Waiver: Unless this Agreement expressly states otherwise, a provision of this Agreement, or
right created under it, may not be waived or varied except in writing.
 DEFINITION PAGE FOLLOWS
Definitions and interpretation:

Agreement: Means this agreement and any schedule(s).

ARB Means As Received Basis
ADB Means Air Dried Basis
Base Price: Means US …..00 per Metric Tonne (MT) of Coal for the twelve (12) consecutive months
and (inclusive of any VAT).
Business Day: Means, a day on which banks are open for general banking business in New York City,
New York, other than a Saturday, Sunday or public holiday.
Coal: Steam Coal “B”.
Demurrage Rate Means the amount payable in respect of demurrage as set out in the relevant charter
party.
Discharge Port: Means the port in where the Coal will be discharged.
FOB: has the meaning Price delivered to Buyer Free on Board Buyer‟s Vessel?
Force Majeure: Means:
 any occurrence or non-occurrence which is beyond the reasonable
control of the Affected Party and as a direct or indirect result of which the Affected
Party is unless otherwise excused, prevented or delayed in performing any of its
obligations under this Agreement.
 act of God, peril of the sea, war, sabotage, riot, insurrection, civil
commotion, national emergency (whether in fact or law), martial law, fire,
lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather
conditions, delay or loss of or damage to any nominated vessel, explosion,
epidemic, quarantine, radiation, radioactive contamination or terrorist or
suspected terrorist activity; or
 action or inaction of any government of Government Agency or other
competent authority (including any court of competent jurisdiction), including
expropriation, restraint, prohibition, intervention, requisition, requirement,
direction or embargo by legislation, regulation or decree or other legally
enforceable order.
Government Agency: Means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-
judicial, department, commission, authority, tribunal, agency or entity.
Insolvency Event: Means:
 being, or having a resolution passed for it to be, dissolved or entered
into liquidation whether compulsory or voluntary (other than for the purposes of
amalgamation, consolidation or merger); or
 seeking or having a receiver, Administrator, liquidator or similar official
appointed over all or substantially all of its assets; or
 filing for or having filed against it:
 a proceeding seeking a judgment of insolvency or bankruptcy or any
other relief under any bankruptcy or insolvency law or other similar law
affecting creditor‟s rights; or
 a petition for its liquidation or being wound up;
unless in the case of any such proceeding or petition being filed against such
Party,
 the Party can pay its debts as they fall due; or
 is otherwise in a position which does not justify the commencement of
such proceedings,
and such proceeding or petition is discharged, dismissed, withdrawn, stayed or
restrained within thirty (30) Business days of such filing; or
  making any general composition, assignment or arrangement with or for
the benefit of creditors; or
 becoming insolvent of failing or being unable to pay its debts or
acknowledging in writing its inability generally to pay its debts as they fall due; or
 having a secured party take possession of, or having a legal process
levied against, all or substantially all of its assets and such possession or process
not being within 30 days of the event: or
 otherwise becoming or being declared bankrupt or insolvent (however
evidenced); or
 causes or is subject to any event with respect to it which, under the
applicable laws of any jurisdiction, has an analogous effect to any of the events
in this clause (specified above) (inclusive); or
 takes any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the acts referred to in this definition of Insolvency
Event.
Load Port: Port of …………………., Colombia South America
Port Authority: Means the port authority at the Load Port or the Discharge Port (as the case may be).
SSHINC Means Saturday, Sundays and Holidays Included.
Standards: Means the American Society for Testing and Material Standards.
MT: Means metric tonnes.
Taxes: Means a tax, charge, levy, impost, deduction, withholding or duty of any nature
(including stamp or transaction duty and goods and services, value added or similar
tax) at any time:
 imposed or levied by any Government Agency; or
 required to be remitted to, or collected, withheld or assessed by, any
Government Agency; and
 any related interest, expense, fine, penalty or other charge on those
amounts.
VAT Means any tax in the nature of goods and services tax, supply or value added tax (by
whatever name called), sales tax, turnover tax or any similar tax. Any other words or
expressions used in this clause and which are defined in the relevant VAT legislation
of the relevant country have the same meaning as in that legislation.
 Unless the context otherwise requires, words in the singular include the plural and vice versa.
 References to any document include the same as varied, supplemented or replaced from time to time.
 Clause headings are for convenience of reference only and are not to be taken into account in
construction.
 Unless otherwise specified, references to clauses and schedule(s) are to clauses of, and the schedule(s)
to, this Agreement.

This Agreement embodies the entire understanding and agreement between the parties
with respect to the subject matter herein and supersedes all prior understandings and
agreements, written or oral, between the parties relating thereto, and may be amended only by a
writing signed by both parties hereto.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute this Agreement as of the day and year first above written, and each party represents
and warrants to the other that it is legally free to enter into this Agreement.
AS TO BUYER:

WORLD LOGISTICS SERVICES CORPORATION

By:
Daniel Levine, CE

By:
Ivan Frankel, CAO

AS TO SELLER:

MINERAL TRADER SAS.

By: _____________ _________

Jesus Betancourt Solarte, CEO
Manager

By:____________ __________
Luis Carlos Lara Ospina
Project manager
 BANKING COORDINATES PAGE FOLLOWS

BANKING COORDINATES OF THE PARTIES HERETO:

AS TO BUYER:

ACCOUNT NAME: WORLD LOGISTICS CORPORATION USA

BANK NAME : JP Morgan Chase

BANK ADDRESS: 1155 Edgebrook Dr
CITY & STATE: Houston, TX 77034
COUNTRY: USA
ACCOUNT NAME: WLSC “World Logistics Services Corporation”
ACCOUNT NUMBER: 781883050
SWIFT CODE: CHASUS33
ROUTING NUMBER: 021000021
BANK OFFICER: Reina M. Turcios
DIRECT PHONE 713-943-6302
EMAIL ADDRESS: reina.m.turcios@chase.com

AS TO SELLER:

ACCOUNT NAME: Mineral Trader SAS.

BANK NAME: Banco Guayaquil
BANK ADDRESS: Av. COLON 914 y Reina victoria
ACCOUNT MANAGER: Srta Eveñin Zambrano C.
PHONE CONTACT: 3730100 - ext.(33032)
EMAIL CONTACT:
ACCOUNT NUMBER: 0041290846

ROUTING NUMBER; SWIFT CODE:

Correspondent banks in DOLLARS (USD) • Intermediary or Correspondent Bank Data

(3 options):

Name: WELLS FARGO BANK (FORMERLY KNOWN AS WACHOVIA)

Direction: 375 PARK AVENUE NY4080 - NEW YORK, NY
FEDWIRE ó ABA: 026005092
SWIFT Code: PNBPUS3NNYC Nombre:

Name: CITIBANK N.A.

Direction: 111 WALL STREET - NEW YORK, NY
FEDWIRE ó ABA: 021000089
SWIFT Code: CITIUS33

Name: STANDARD CHARTERED BANK

Direction: 1095 AVENUE OF THE AMERICAS - NEW YORK, NY
FEDWIRE ó ABA: 026002561
SWIFT Code: SCBLUS33

Beneficiary or Payer Bank Data:

Name: BANK GUAYAQUIL
SWIFT Code: GUAYECEGXXX
Direction: FRANCISCO P. ICAZA 107 Y PICHINCHA – GUAYAQUIL