This is the statement of terms and conditions to be applied for every offer, sales or delivery according to which either CORPETROLSAS.A. or SERVAMAIN S.A. quotes and confirms in the name of the Group product and services within his business lines as provider or / and supplier as of September 28, 2004, or at any later date. By the final emission of the invoice by either the one or the other the emitting company will be considered and obliged as the seller hereinafter and applies to these very same following terms which will override any other general or possible condition of the buyer unless one or more sub clauses would have alternatively and specifically been accepted between the seller and buyer in written and can be shown attached as sub documentation, remaining the rest of the clauses hereof valid and be binding upon the parties for every sales-purchase relationship with CORPETROLSA S.A. or SERVAMAIN S.A.

1.- Background:

Company:
CORPETROLSA S.A. and SERVAMAIN S.A., each independent, competent and free to contract, are legally constituted and functioning companies of and in the Republic of Ecuador, specialized and licensed for Sales a n d transportations of Petroleum Oil By products (Petroleum Derivates) with the corresponding product admission and handling permissions and consequently incurring obligations and dispositions and disposes of well trained personal within the group to operate at internationalstandards.

Products:
Petroleum crude and all its derivate products are produced in the Republic of Ecuador by the state Refineries Petroindustrial Filial of Petroecuador and put on sale- unique - by the also state Company Petrocomercial, who totally have the monopoly of production, delivery and price fixing of a basic price for Trading and supply in the country.

State dispatch monopoly:
In the very same sense, the dispatch (cargo) of oil by products to distributors and commercialization agents depends totally of the production capacity of Petroindustrial-Petrocomercial and is realized only in Terminals of Petrocomercial, in case of the basic products for Marine Fuels only in the pier of La Libertad. Any delays due to not opportune cargo in the terminal may not be punishable to the transporter/seller (Force Majeure), delays in reception overpassing 24 hours from the side of buyer the or his agents will be subject to raising stand by costs claim from the seller for additional day or give the right to the seller to cancel the delivery.

2.- Definition Seller/Buyer/Owner:

Seller is either Corpetrolsa S.A. or Servamain S.A., whoever invoices in his name the product and services given in definite. Buyer means the product or services solicitating company by his authorized personnel and/or his as intermediate put person (broker), owner is the legal owner of the tank deposits or vessel which may be not in the ownership of the buyer but contracted and ordered to by the buyer either as privileged end user (primary advantaged) or as a transfer unit on behalf of the buyer to receive the product or services from the seller ordered so by the buyer.

3. Product Specification:

Offer:
The seller has offered refined Oil By Products from ecuatorian or others refineries according the standard specifications from the respective refinery (Source original Data Sheet) and unless a proper handling does not refine , manipulate or mix up original product, with the exception of standard procedure blending in Marine Fuels ISO types use the seller has to qualify.

Nomination:
It’s the Buyer’s sole responsibility to determinate and nominate correctly quantity and quality of product in the moment ordering the product desired and the seller corresponds by confirmation and later on delivery of the same product within the agreement. Incorrect nominated product gives the right to the seller to claim from the buyer per juices for a blind operation for or a already ready made product or a standby delivery operation if there was.

4.-Price/Payment Condition:

Price:
The price confirmed with the Corpetrolsa- Servamain Group will be invoiced by the seller further on in the same way as quoted and refers to a unit price calculated and agreed upon according the nominated product, multiplied by the delivered quantity in definite according the countersigned delivery receipt including in the price commercialization margin, handling, national and local taxes, outside of possible storage and transportation costs per unit which will to be separately invoiced for storage or deliveries to the point of delivery, if so ordered. Only in International Marine Fuel deliveries the unit price agreed includes all possible costs of blending, port and supply authorization taxes, primary product laboratories, transportation by barge, lightening and costs for survey of delivery according to international standards and use in bunkers delivery making the sole unit product price a unit price delivered in Ecuador port agreed to the reception vessel ordered to by buyer.

Payment:
All sales are a t the condition of prepayment, unless in the International Marine Fuel Business or where ever in an especially agreed sub clause credit is given and confirmed by the seller in his special confirmation of nomination.

5.- Seller Compromise: Fulfillment in quantity, quality and time  

For its true fulfilling CORPETROLSA - SERVAMAIN and/or his operators count with the necessary licenses, know ledged and apt personnel , procedures and infrastructure. Therefore, the seller has offered and compromises to deliver the agreed product and service in the right quantity of the right product on the right time.

Right quantity:
Means that the seller has to deliver the quantity of the product ordered and at the agreed place of delivery taking care and emitting the respective proof and accordance of quantity delivered by the sealing rings statement of the trailer tanks and the countersigned reception statement duly signed by each the responsible / due officer of the delivering company and the receiving customer to be attached to the invoice of the seller.

In International Marine Fuels delivery by tank barge the quantity proof and satisfying acceptance base is found by sounding both the delivering barge tanks and the receiving tanks of the vessel before and after the delivery helped by the on board tank table registers of both dispatching and receiving vessel (that cannot be older than 4 years as measurement balance by an international measurement company to be valid) and electronic measurement meters on the receiving vessel if there exists , and , additionally and in every case witnessed by an accredited and independent surveyor in charge and his witness statement of quantity accepted and countersigned by the buyers responsible/Chief engineer or Captain of receiving vessel. In the international Bunkers supply the countersigned reception statement is called Bunker Delivery Receipt (BDR) and additionally the invoice is forcedly joined by the quantity surveyor’s Report/certification as per international Bunkers delivery use.

The seller shall be entitled to deliver the product in special part deliveries if necessary, in which case each part delivery shall be construed as a separate delivery operation, and , in international Bunkers delivery, shall have additionally the right to - for whatever it may be his reason - deliver until 5% below the nominated quantity without per juices to his fulfillment obligation or change of the contracted relationship with the buyer , of course and always invoicing the reduced and definitively delivered quantity.

The presented invoice together with the above mentioned and as acceptance statement by the buyer’s delegated personnel countersigned delivery title/proof from the seller in the moment of delivery are binding for the buyer as acceptable and sufficient documentation and justification for payment and consider the seller’s obligation as fulfilled when accepted (countersigned ).

Right quality:
The seller has to deliver the right quality of the product nominated, means the regular quality (= quality certified of Petrocomercial-Petroindustrial’s product), in International Marine Fuels on base of Petroindustrial’s dispatched primary and certified product and in accordance to the international standard and statements (Product Quality Certificate/Technical Data Sheet and its min. and max. requirements of blending) of the product ordered.

Where standard specifications are being given or referred to, tolerances of up to 5% in quality are to be accepted without compensation or other consequences whatever (machine damage and emergency costs). For quality proof the seller over gives a copy of the Original Refinery Product quality Certification, in international bunkers supply emits an own Quality Certification and holds at disposition additionally 4 physical samples made or on continuous drip method base in the manifold of the dispatching vessel or simple sample taker (ladron) method base on the delivering barge tanks of the delivering product, all to be sealed, 1 delivered and countersigned and interchanged (if there is ) with the receiving vessel’s officers and stating in BDR, 1 registered witness sample and 1 on board delivering barge.

The seller by no means can be held responsible for possible product mixtures with resting products within the buyer’s or his commanded reception tanks.

Right time:
Means, on the agreed time with a flexibility of over passing the seller the delivery date till 72 hours , in international bunkers supply till 36 hours in ports close to La Libertad and 48 hours in Esmeraldas port ,according to the seller’s product or transportation approach reality and , in international bunkers delivery, also possible , a same delayed incoming time of the buyer’s vessel . Passing these max. stand by times the seller is free to contract the new date again by written acceptance and by no means shall be liable for any compensation cost or claims of demurrage or stand by costs or opportunities loss by the owner or buyer for a more delayed or considerably reduced or completely cancelled delivery if there would have governed a congestion or force mayor in the refinery’s Terminal or Terminal area of Petrocomercial-Petroecuador which would have caused to be disabled the seller to load the agreed product on time or by negated loads within the stipulated time if opportune communication was made 72 hours before the fixed date and communication/advancing negotiation is held with the buyer or his representative as an permanent agreement all time.

6.-Buyer Compromise: All Facilities/ Payment Fulfillment / Title

All facilities:
The buyer shall provide all facilities and helps to enable the seller to may realize the necessary procedure of delivery, means to order and authorize his delegated personnel to a professional and with the seller agreed reception in whatever refers to permissions ,coordination and willingness for timing and physical help and friendly disposition and assuring all safeties for involved products and personnel and environment from the side of the buyer/owner and all local requirements from the side of the seller that might govern. If not so, the seller shall be entitled to decline the delivery without rights of compensation or claims of damages or opportunities from the side of the buyer.

The buyer is expressible responsible for risk or act of spilling or other damages in not apt receiving tanks on his reception side and all the safeties procedures of checks of valves , blocks, scrubbers in his or his commanded tanks and side before and after receiving product.

Payment Fulfillment / Title:
It is the obligation of the buyer , also if he delegates the reception of the product, to pay, also and instead of the owner of the receiving tanks , realizing the payment to the seller at latest on the last working day on or before due date as payment condition agreed by deposit in the assigned account. If the due date is on a Saturday, a Sunday or bank holiday, payment must be accredited the last working day before due date. In case of non payment till the due date, the buyer incurs in the non fulfillment of his obligation with its legal consequences of prejudice and damages raising and gives the right to the seller to act with claim of interests per day and/or to claim on the devolution of the product from the owner or, if the product is already consumed, the seller take rights on other properties of the buyer and owner , in the international Bunker supply by direct ship arrest in all over the world since prior notice.

The property rights of the product delivered keep with the seller until all the purchase as indicated in correct invoice is completely paid to the seller by the buyer or delegated owner of the tank where product was ordered to by the buyer and received at the one’s or the other’s benefit and countersigned the reception by the buyer or owners delegates.

Claims of quality, if there would have, need to be formalized and treated in an independent procedure management and do not give means nor rights to delay or dishonor the invoice in retaining payment.

7.-Claims and Dispute Resolutions:

In international Bunkers supply:
Any discordance of quantity or severe quality doubtsmust be discussed in the moment of delivery/reception and will be subject of immediate re evaluation (re measurement or evaluation by a additionally and specially contracted independent ) at cost of the party which will not be given the right in this posterior evaluation . Both delivery-receiving parties have to allow the necessary time for this procedure and may not give up and leave the delivery operation . If the disagreement persists it has to be made up a formal letter of protest in written against the seller emitted by the “ receiving “vessel’s captain and countersigned as claim statement received by the seller’s barge captain handing over receipt of protest testament.

Any posterior quantity claim which not happens to be a formally received letter of protest interchanged at the hour stated of delivery will give no rights for (considered a posterior) claim to the buyer.

Severe quality doubts also have to be discussed immediately and given the decision and right to the buyer to return the product received immediately and claim to the seller a compensation purchase in next port with compensation payment , if there would be ,of the difference of the product delivered purchase cost of the same quantity refused, but no rights on claims for agency or calls on or standby cost of the denied neither the delivering port.

Posterior quality claims have also to be set up by written within in hours and max. 10 days of delivery before complete consumption (to minimize damage and leave proof) , considering that consumption problems , if there are, will occur immediately and can be repaired ( product bettered ) immediately on board of consuming vessel which has to be done in its utmost effort (bettering operation) in order to reduce a possible damage and parallel to be ordered the witness sample(s) at disposition for analysis in an agreed Laboratory and agreed witnesses starting a claim and investigation management of recheck of documentation of delivery and, further on , according recommended BIMCO Bunkers deliveries procedures and reliabilities based on the testifying sample(s) analysis data of an Gentlemen/ commercial understanding between the parties as an absolutely first and ,if there would consists the discordance, in inter putting the Chamber of Commerce of Guayaquil as intermediary of the status quo of prejudices before at last instant the judges of the Ecuadorian civil departments to act in his jurisdiction.

If there is no claim in the time limit described, means for quantity claims immediately, quality claims within max. ten days from delivery for blended product , the seller’s obligations are considered as fulfilled and he is released from any further bindings or consequences onto his old delivery.

8.- Law /Jurisdiction/ Breaching:

Governing and construed at the seller’s place which is Guayaquil, Ecuador , and in accordance with the laws of Ecuador , all costs born to the seller in connection with interests, institutional fees and overdue payments, whether made in or out of court and in general all costs and refused opportunities in connection with the breach of this agreement by the buyer, shall be for the sole account of the buyer.

9. In free and mutual acceptance:

Of all the above described terms and conditions for the seller and the buyer and their here out going obligations and rights constituted in this agreement and being forcedly and valid for every sales-purchase transaction between the buyer and the seller, giving validity also to any others attached sub clauses accorded in written if there are, consider this statement as free and private agreement between the product nominating company with its person delegated in act of the purchase order /nomination and considered and acting as the buyer and CORPETROLSA S.A. or SERVAMAIN S.A. as seller and binding in mutual acceptance the buyer (in intermediate of his authorized personnel’s or delegated/ nomination in written) and the seller for a concrete offer , delivery and invoice referred to and made as of September 28 , 2004 or any later date , taking this general agreement the place of a physical and basic contract as to Terms and Conditions of Sale accorded and published in written subdocumentation as there is quotation / nomination / confirmation / invoice and in general published in www.corpetrolsa.com and www.servamain.com

Posted and signing in Guayaquil by the seller:

CORPETROLSA S.A.
The General Manager: Nathalie Suescum de Bustos

SERVAMAIN S.A.
The Manager: Oscar Vicente Bustos Peñaherrera

- A pleasure to serve -