RECICLAJES

PISUERGA

OFICINAS COMERCIALES Y DE TRFICO EN BILBAO (SPAIN)

S SSC CCO OOSOFT OFFER

THIS IS NOT TO BE CIRCULATED & IS FOR

THE PURPOSE OF THIS DEAL ONLY

DATEOF ISSUE: 31/03/2010 TO: BLUE SKIES INVESTMENT INC

VIA: NICOLA PASSEREU TRANSACTION CODE

AND REFERENCIE NUMBER: A 311

PRODUCT & GRADE: REFINED WHITE CANE SUGAR GRADE A ICUMSA 45 RBU CONTRACT: 50.000

MT PER SPOT OFFER VALIDITY: FIVE (5) DAYS 09/04/2010

WE, RECICLAJES PISUERGA, SL JOINT SELLER OF SUGAR, WITH FULL LEGAL AND

CORPORATE RESPONSIBILITIES CONFIRM THAT WE ARE READY, WILLING AND ABLE TO SUPPLY THE FOLLOWING COMMODITY TO YOUR COMPANY IN ACCORDANCE WITH THE TERMS

AND CONDITIONS AS STATED BELOW AND MUTUALLY AGREED COMMERCIAL COVENANTS AND ACCEPTANCE OF THE FINAL CONTRACT.

SPECIFICATIONS

THE PRODUCT

BEING SUPPLIED SHALL BE FIT FOR HUMAN CONSUMPTION, AS PER INSPECTION CERTIFICATE ISSUED BY SOCIETE GENERALE DE SURVEILLANCE (SGS) AND SHALL MEET THE

FOLLOWING SPECIFICATIONS:

**POLARIZATION 99.80% DEGREES MIN **ASH BY ELECTRICAL CONDUCT 0.04% MAX (ON DRY WEIGHT BASIS) **ASH CONTENT

0.08

MAX **MOISTURE 0.04% MAX **ICUMSA 45 RBU MAX, (BRAZIL S.G.S. SCALE) **SOLUBILITY 100% DRY AND FREE FLOWING **COLOR SPARKING WHITE **ICUMSA MAXIMUM 45

ATTENUATION INDEX UNITS (ICUMSA METHOD NO.: 4-1978) **RADIATION WITHIN CS-137 OF 50 BQ PER KG **GRANULATION FINE CRYSTAL **CROP LATEST **MAGNETIC PARTICLES MG/KG

4 MAX **SO2 MG/KG 20 MAX **SULPHOR DIOXIDE 20 MG/KG MIN **SEDIMENTS NONE **SMELL TYPICAL AND SPECIFIC FOR SUGAR **REDUCING SUGAR 0.05% MAX

BY WEIGHT **HPN STAPH AUREUS NOT DETECTED IN 1 GRAM **MAXIMUM AS 1 P. P. M. **MAXIMUM PB 1 P. P. M. **MAXIMUM

CU 3 P. P. M. **SUBSTANCE SOLID CRYSTAL **TOLERANCE 5% (+/-) ADDITIONAL SPECIFICATIONS

SUGAR SHOULD BE EXTRACTED FROM SOUND UNFERMENTED AND

UNDECAYED SUGAR CANE -SUGAR SHOULD BE CLEAN FREE FROM ANY FOREIGN TASTE OR ODOUR WITH SWEET TASTE CHARACTERISTIC OF WHITE SUGAR WHETHER DRY OR

IN SOLUTION SUGAR TO BE PURE REFINED DEODORISED OF LATEST CROP PRODUCTION WITH GOOD TASTE AND SMELL -THE CRYSTALS SHALL BE UNIFORM IN

SIZE AND COLOUR -SUGAR SHALL BE FREE FROM INSECTS, THEIR FRAGMENTS AND METAMORPHOSIS OR RODENTS EXCREMENT -SUGAR SHALL BE FREE FROM FOREIGN MATTERS, PRESERVATIVES OR

ADDED COLOURS; ONLY PERMITTED MATERIAL TO BE ADDED ARE THAT STATED BELOW -ANY OTHER SPECIFICATIONS WHICH ARE NOT MENTIONED IN THE SPECIFICATIONS ARE TO

BE ACCORDING TO THE INTERNATIONAL SPECIFICATIONS WHICH WERE FIXED BY (FAO/WHO/FDA/AND EC) AND THE LOWEST AMOUNT SHOULD BE CONSIDERED FIRST.

HEALTH

REQUIREMENTS

THE PRODUCT SHALL BE PREPARED IN ACCORDANCE WITH GENERAL PRINCIPALS AND CODE OF PRACTICE OF FOOD HYGIENE IN ADDITION TO

ANY INSTRUCTION ISSUED BY HEALTH AUTHORITIES -HEAVY METAL CONTENT FOR WHITE SUGAR SHOULD NOT EXCEED THE FOLLOWING LIMITS (a) ARSENIC 1.00 MG/KG FOR WHITE

SUGAR (b) COPPER 1.00 MG/KG FOR WHITE SUGAR (c) LEAD 0.50 MG/KG FOR WHITE SUGAR -SUGAR SHALL BE FREE FROM ANY PATHOGENIC MICROORGANISMS AND

THEIR POISONS SUGAR SHOULD BE FREE FROM FAECAL COLIFORM BACTERIA -PESTICIDE RESIDUE SHALL NOT EXCEED THE LIMITS SET BY CURRENT NATIONAL REGULATIONS AND LEGISLATIONS

OR FAO, WHO, OR FDA, OR EU AFTER ITS ACCREDITATION BY L.N.C.S.M. -

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RECICLAJES PISUERGA S.L. C/ EL MOLINAR 7 RASINES (CANTABRIA) SPAIN TELEPHONE: +34 902238682 FAX: +34 944342421

RECICLAJES

PISUERGA

OFICINAS COMERCIALES Y DE TRFICO EN BILBAO (SPAIN)

SUGAR MUST BE FREE OF ANY RADIATION PARTICLES, SUCH AS AMERICIUM 241; PLUTONIUM 238 AND 239; STRONTIUM 90

AND THE QUANTITY OF RADIATING MATERIALS FROM CESIUM ISOTOPE 134 AND MUST NOT EXCEED 30 BECQUEREL (BCD)

COUNTRY OF ORIGIN

BRAZIL, SOUTH AMERICA

PACKING & MARKINGS

TO SECURE THE SAFETY OF THE COMMODITY DURING SEA TRANSPORTATION THE SUGAR

IS TO BE PACKED IN NEW 50 (FIFTY) KILOGRAM NET DOUBLE SACKS, BEING ONE SACK OF POLYPROPYLENE AND THE OTHER OF POLYETHYLENE AND

PALLETIZED. TARE WEIGHT SHALL BE 160 GRAM, MINIMUM. UNIFORMITY OF BAGGED NET WEIGHT IS OF THE ESSENCE. TWO PERCENT (2%) SPARE BAGS SHALL

BE SUPPLIED FREE OF CHARGE.EACH BAG SHALL BE CLEARLY MARKED (IN ENGLISH) WITH THE FOLLOWING:

(1) NAME AND GRADE OF PRODUCT

(2) USE BY DATE AND CROP YEAR (3) NET WEIGHT (4) CODE MARKS (5) COUNTRY OF ORIGIN QUANTITY & BASIS OF DELIVERY

50.000 tons (25.000 MT X 2 SHIPMENTS = 50.000 MT), in monthly deliveries during one year contract following this supply: FIRST SHIPMENT

TO COMMENCE WITHIN 30/45 DAYS AFTER RECEIPT OF THE OPERATIVE PRIME BANK GUARANTEE IN THE SELLERS BANK ACCOUNT.

PORT OF DESTINATION

& INCOTERMS

ANY MAIN Port IN THE SEA PORT CHINA ON CIF BASIS (COST, INSURANCE & FREIGHT) -INCOTERMS 2000 WILL BE APPLIED

PRODUCT PRICE The price is based on bank guarantees.

QUANTITYDOCUMENTARYLETTEROFCREDIT01MONTHPRIMEBANKGUARANTEE/ STANDBYLETTEROFCREDIT&DOCUMENTARYLETTEROFCREDIT02MONTHPRIMEB ANKGUARANTEE/STANDBYLETTEROFCREDIT&DOCUMENTARYLETTEROFCREDI TQUANTITYPERYEARPRICEUSD/METRICTONNEPRICEUSD/METRICTONNEPRICEU SD/METRICTONNE50.000MT415USDTOTALCONTACT20.750.000USD TERMS OF PAYMENT

BUYERS BANK

WILL BE AN IRREVOCABLE, TRANSFERABLE, UNENCUMBERED, UNCONDITIONAL, DIVISIBLE, ASSIGNABLE AND CONFIRMED STANDBY LETTER OF CREDIT OR PRIME BANK GUARANTEE (ISSUED OR CONFIRMED BY

TOP 50 WORLD PRIME BANK) FOR THE SUM OF USD$ XXXXXXXXXXXX USD.-/ COVERING THE LAST ONE IRDLC OR 01 OR 02 SHIPMENT QUANTITY

AND VALUE THAT WILL ACT AS A COLLATERAL SECURITY GUARANTEE TOWARDS SUCCESSFULL COMPLETION AND LIFTING OF THE CONTRACTED QUANTITY WITH A MATURITY DATE

OF XX MONTHS. ACTUAL PAYMENT WILL BE MADE BY IRREVOCABLE, TRANSFERABLE, DIVISIBLE, ASSIGNABLE, AUTO-REVOLVING AND CONFIRMED DOCUMENTARY LETTER OF CREDIT PAYABLE 100% AT

SIGHT OR BY SWIFT CASH WIRE TRANSFER MT-103/25 ON PER SHIPMENT TO SHIPMENT BASIS WITHIN 05 (FIVE) INTERNATIONAL BANKING DAYS AGAINST PRESENTATION OF

SHIPPING DOCUMENTS STATED IN THE CONTRACT AT THE BUYERS BANK. THE BUYER AT HIS WILL FORWARD ONE OR SEVERAL STANDBY LETTER OF CREDIT

OR PRIME BANK GUARANTEE OR DOCUMENTARY LETTERS OF CREDIT COMING FROM ITS CUSTOMERS AND IN THIS CASE THE STANDBY LETTER OF CREDIT OR

PRIME BANK GUARANTEE OR DOCUMENTARY LETTER OF CREDIT SHOULD BE FORWARDED FOR THE AMOUNT SOLD MULTIPLED BY THE MONTHLY REQUESTED QUANTITY. THE STANDBY

LETTER OF CREDIT OR PRIME BANK GUARANTEE OR DOCUMENTARY LETTER OF CREDIT SHALL BE NEGOTIABLE AND PAYABLE AT THE SELLERS BANK AND SHALL

BE TRANSFERRED BY BUYERS BANK DIRECTLY TO SELLERS BANK. THE ISSUING BANK SHALL ALLOW ADDING CONFIRMATION AND ADVISING BY ANY BANK AT THE

EXPENSE OF THE BUYERS SIDE. IF THE FINANCIAL INSTRUMENTS ISSUED BY THE BUYER TO THE SELLER IS NOT IN ACCORDANCE WITH THE TERMS

OF THIS CONTRACT OR WHAT IS ACCEPTABLE TO THE SELLER AND THE SELLERS BANK, THE SELLERS AND BUYERS BANK MUST DISCUSS AND ATTEMPT

TO RESOLVE AMICABLY ANY EVENTUAL MINOR DISCREPANCIES

PERFORMANCE BOND

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RECICLAJES PISUERGA S.L. C/ EL MOLINAR 7 RASINES (CANTABRIA) SPAIN TELEPHONE: +34 902238682 FAX: +34 944342421

RECICLAJES

PISUERGA

OFICINAS COMERCIALES Y DE TRFICO EN BILBAO (SPAIN)

AFTER RECEIPT OF NON-OPERATIVE FINANCIAL INSTRUMENT, THE SELLERS BANK SHALL POST AN OPERATIVE PERFORMANCE BOND FOR THE VALUE

OF 2% OF THE SHIPMENT VALUE ON AN AUTOMATIC REVOLVING, BASIS UNTIL THE TOTAL QUANTITY HAS BEEN SHIPPED.

WEIGHT & QUALITY

INSPECTION

THE SELLER GUARANTEES THAT EACH SHIPMENT SHALL BE PROVIDED WITH AN INSPECTION CERTIFICATE OF WEIGHT, QUANTITY AND QUALITY AT TIME

OF LOADING AND SUCH CERTIFICATE SHALL BE PROVIDED BY SOCIETE GENERALE DE SURVEILLANCE (SGS) ONLY AT SELLERS EXPENSE, AND SHALL BE DEEMED TO

BE FINAL. THE SELLER SHALL INSTRUCT SAID AUTHORITY TO CARRY OUT THE INSPECTION IN STRICT ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF COMMERCE (I.C.C.)

RULES. SOCIETE GENERALE DE SURVEILLANCE (SGS) ALSO WILL PROVIDE PACKING CONDITION REPORT THE BUYER SHALL, IF DESIRED, AND AT HIS OWN EXPENSE PROVIDE

ADDITIONAL INSPECTION AT PORT OF LOADING TO CONFIRM LOADING. THE BUYER WILL BE ALLOWED TO SEND AN AGENT TO THE PORT OF LOADING

TO SURVEY THE SOCIETE GENERALE DE SURVEILLANCE (SGS) CERTIFICATION. IF DISCREPANCIES SHOULD AT ANY TIME AND IN PARTICULAR CASE RESULT IN RELATION TO

THE INSPECTION CERTIFICATE(S) ISSUED AT THE PORT OF LOADING AND DESTINATION, IT IS HEREBY AGREED THAT ARBITRATION SHALL BE EMPLOYED AND NEUTRAL BINDING

ARBITRATION BY THE INTERNATIONAL ARBITRATION ASSOCIATION UNDER THE CODE OF PROCEDURE THEN IN EFFECT SHALL PREVAIL. ARBITRATION DECESIONS ARE FINAL AND LIABILITY WILL

GO TO THE PARTY IN DEFAULT.

CONTRACT PROCEDURES

BUYER ISSUES LOI WITH BCL OR ICPO. Buyer and

JOINT Seller sign/seal NCNDA/IMFPA. JOINT SELLER AGREES TO ISSUE FULL CORPORATE OFFER (FCO) AND CONTRACTA NUMBER TO END BUYER, VALID FOR 5

DAYS. BUYER AGREES TO SING AND SEAL FCO AS ACCEPTANCE OF TERMS AND CONDITIONS, SUBMIT DRAFT SALES AND PURCHASE CONTRACT FOR SELLERS

APPROVAL OR AMENDMENTS IF ANY AND SUBMIT SIGNED AND SEALED IMFPA AND NCNDA FOR SELLERS ACCEPTANCE. SELLER ISSUES DRAFT CONTRACT IN FAVOUR

OF THE BUYER. BUYER SIGNS AND SENDS BACK THE CONTRACT DRAFT TO THE SELLER WITHIN 48 HOURS. SELLER SENDS BACK A

SIGNED CONTRACT ELECTRONICALLY. SELLER AND BUYER EXCHANGE 02 HARD COPIES SIMULTANEOUSLY BY COURIER AND COPIES ARE DULY SIGNED & SEALED. THE FINAL

DRAFT CONTRACT WILL BE CONSIDERED AS HARD COPIES UNTIL THE ORIGINAL HAVE BEEN EXCHANGED AND WILL NOT DELAY THE BUYER IN ISSUING THE

DOCUMENTARY LETTER OF CREDIT. OPTIONAL: AT THIS POINT OF TIME IF BUYER CHOOSES, HE MAY REQUEST SENDING IN A MT799 THAT STATES

BUYER RWA TO ISSUE THE DOCUMENTARY LETTER OF CREDIT FOR A RETURN OF PROOF OF PRODUCT FROM SELLER AND TO PREADVISE THE PERFORMANCE

BOND, BANK TO BANK IN A MT 799, ALSO. THIS WILL TAKE 7-10 DAYS. WITHIN 10 (TEN) BANKING DAYS OF SIGNING THE

FINAL CONTRACT (DRAFT), THE BUYER WILL ISSUE THE NONOPERATIVE DOCUMENTARY LETTER OF CREDIT IN FAVOUR OF THE SELLER. WITHIN 10 (TEN) BANKING

DAYS OF RECEIPT OF THE NON-OPERATIVE DOCUMENTARY LETTER OF CREDIT, THE SELLER WILL POST THE OPERATIVE PERFORMANCE BOND IN FAVOUR OF THE BUYER

WHICH WILL ACTIVATE THE NONOPERATIVE DOCUMENTARY LETTER OF CREDIT. DELIVERY AND SHIPMENT COMMENCE AS PER SCHEDULE MUTUALLY AGREED LANGUAGE TO BE USED

ENGLISH LANGUAGE IS TO BE USED ONLY

Best Regards,

A AAS SST TTH HHE EEJ JJO OOI

IIN NNT TTS SSE EEL LLL LLE EER RR

R RRE EEC CCI IIC CCL LLA AAJ JJE EES SSP PPI IIS

SSU UUE EER RRG GGA AA, ,,S SSL LL

JUAN MARTINEZ BARTOLOME

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RECICLAJES PISUERGA S.L. C/ EL MOLINAR 7 RASINES (CANTABRIA) SPAIN TELEPHONE: +34 902238682 FAX: +34 944342421