TRANSPORT SERVICE AGREEMENT

Made and entered into between

KEREN MOTORS LIMITED

(Hereinafter referred to as Contractor)

And

DRC PETROLEUM sprl

(Hereinafter referred to as Customer)

1. INTERPRETATION OF TERMS

1.0 Unless inconsistent with the context, the words;

1.1 .Goods shall mean any finished petroleum products that may be transported
by road tankers by the contractor and specified in the Load Documentation
and or Delivery Note.

1.2 Load Confirmation shall mean a document by the Contractor to the Customer
containing full particulars of the vehicles to be loaded or already loaded.

1.3 Transportation shall include storing, and or safekeeping of petroleum products

and acquiring of permits, authorities and the transition of goods from their
collection point to their delivery note;

1.4 Points Of Receipt or Points Of Delivery shall be used interchangeably to

mean all designated places by the Contractor where delivery has to be received
or made by the Customer and or its Agent(s).

2. PREAMBLE

2.1 Whereas, Customer has arranged or, from time to time, will arrange for the
delivery of Goods to Customers Point(s) of Loading subject to the terms and
conditions of this Agreement;

2.2 Whereas, the Contractor desires to transport Goods to such places as will be
deemed as Customers Point(s) of Receipt subject to the terms and conditions of
this Agreement;

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 Now therefore, in consideration of the agreement included herein, the
Contractor and the Customer agree as follows;

3. APPOINTEMENT

3.1 The Customer, DRC Petroleum sprl, a company duly registered in Democratic
Republic of the Congo (DRC), domiciled at No. 21 Blvd Katuba C. Lubumbashi
Q. Mangala R.D. Congo, hereby appoints the Contractor, Keren Motors Limited,
a company duly registered in Zambia at Plot No. 6920, Mungwi Road,
Lusaka, Zambia, to render the transportation services of its contracted goods as
set out in this agreement by affixing their signatures on this contract.

3.2 Subsequently the Customer and the Contractor accepts the appointments on
the terms and conditions specified herein by affixing their signatures on section
18 of this Agreement.

4 DURATION OF AGREEMENT

4.1 This Agreement shall be effective as from the date of signing this contract and
will continue for a period of ONE Years subject to all rights of termination or
variation that both parties have in terms of this agreement. After the expiry of the
initial ONE year period, this Agreement shall continue indefinitely, subject to the
right of either party to cancel the Agreement by furnishing the other party with 1
months written notice of its intention to withdraw from this agreement.

4.2 Notwithstanding clause 4.1 above, the Agreement may be terminated in the
event of;

4.2.1 Government action / interruption of normal trade practice causing

further business to become unprofitable, on 1 calendar month notice
in writing given by either party.

4.2.2 The expiry of this Agreement with either party expressing

unwillingness to further extend the agreement in writing to the other
party as provided for in section 4.1

4.2.3 Consistent failure by Contractor to meet delivery standards as

specified in clause 8 of this Agreement

4.2.4 Committing breach of Section 11 of this Agreement

4.2.5 Either party being placed under liquidation, whether provisional, or

final, or becoming insolvent.

4.2.6 One of the Parties commits breach of this agreement other than a
breach of a payment obligation and failing to remedy the breach within
30 (thirty) calendar days after receipt from the other Party of written
notice upon it to do so.

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4.3 An aggrieved party may only cancel this Agreement in terms of clause 4.2 if the
breach is of a material nature and is not capable of being remedied by payment
of money or if it is capable of remedy by payment of money, if the other party fails
to make payment within 14 ( Fourteen) days after the final determination of the
breach.

5 CONTRACTUAL OBLIGATIONS

5.1 The Contractor will provide, at its own expense, sufficient number of road-worthy,
licensed and fully insured motor vehicles together with related equipment and
competent and literate personnel required to provide the agreed road delivery
service to Customers Points of delivery and will comply with all legislation in
respect of such transport.

5.2 The Contractor shall, in performing its obligations under this Agreement, use its
own means, methods, instrumentalities and employees without control or
direction on the part of the Customer.

5.3 Contracted volumes: minimum 400,000 litres per week or 1,600,000 litres
per month

6 OBLIGATIONS AND RISKS

6.1 As between the parties hereto, the Contractor shall have obligations or liabilities
with respect to Goods delivered by the Contactor on behalf of Customer from the
time the Goods have been loaded on to the delivery vehicles of the Contractor
until such Goods have been received at Point(s) of Receipt, and such obligations
shall terminate when Goods have been delivered at Point(s) of Receipt.

6.2 Each party shall be responsible for its own property, equipment and that of its
respective Agents and each Party agrees to indemnify and save harmless the
other party from any and all actions, suits, claims and proceedings, liability to
third parties for injuries or damage arising out of or attributable to the use or
condition of its own property, equipment and or that of its respective agents
except to the extent due to the other partys negligence or intentional misconduct.

6.3 Each party shall be solely responsible for its actions and those of its employees
and designated Agents and shall indemnify, save harmless and exonerate the
other party from any and all actions, suits, claims, liability, loss, cost, damage or
expense ( including reasonable attorneys fees, costs and expenses), whatsoever
arising, for bodily injury to death of its own employees, or designated Agents
arising out of the course of their employment, except only to the extent where
such injury or death shall be caused by the negligence or from willful misconduct
of the other partys employees or designated agents hereto; and each of the
parties shall assume full responsibility for the proper conduct of its designated
Agents and employees while in, on or about the premises of the other party and
agree to hold harmless and indemnify the other party against any liability, loss,
cost, negligence or intentional misconduct of its designated agents or employees
while in, on or about the premises of the other party.

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6.4 Except for the payment of amounts required by this Agreement, neither party
shall be liable to the other party for any failure to perform an obligation to the
extent precluded by Force majeure (Act Of Nature, War, Terrorism, Government,
Labour action or unrest or any other cause whatsoever beyond the control of the
affected party.

6.5 Each Party shall designate in writing a person in their employ to act as Contract
Manager who shall have authority to transmit instructions and to interpret
decisions concerning the service delivery and to administer all the necessary
logistics to ensure adherence to this Agreement.

7 SPECIAL RESPONSIBILITIES OF CONTRACTOR

The Contractor shall;

7.1 Check that the Goods are correct with regard to quantity upon receipt and sign
the necessary documentation to confirm the same.

7.2 Deliver the Goods as given to the Contractor by the Customer and or its Agents
provided the loaded quantity meets the required standards.

7.3 Shall obtain signed receipts in respect of all deliveries made by the Contractor
and return these to the Customer for retention within 7 (seven) working days of
the delivery having taken place.

7.4 Assume responsibility for the Goods immediately after checking and signing the
relevant documentation confirming the quantities and status of the Goods loaded
into the vehicle by Customers Agents until such time as the Goods have been
delivered to the Point of Receipt.

7.5 Advise the Customer of any major operational difficulties within 24 working hours
of the Contractor first being aware of such difficulties that may impact on the time
or date of delivery.

7.6 Ensure that all information at the Contractors disposal is confidentially

maintained.

7.7 Give immediate notice, maximum 24 hours, in the event of any accident or
damage and or any incident whatsoever likely to frustrate or limit the ability of the
Contractor to render Services efficiently or at all and give all the information and
assistance in respect thereof.

7.8 Obtain an approval from the Customer in writing before employing any Agent to
carry out any of its obligations in terms of this Agreement which approval shall not
unresonably be withheld by the Customer.

7.9 Be responsible and liable for all their Agent(s) and their actions thereof, which
the Customer has had approved to carry out tasks or portions of tasks, and shall
further ensure that the conditions contained in this Agreement shall where
applicable, apply to all such Agents, in the same manner as they apply to the
Contractor.

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7.10 Ensure that they and all their Agent(s) have Goods In Transit Insurance and
such other insurances as may be necessary for the timeous and professional
delivery.

7.11 Cooperate with the Customer in supplying all relevant information and or
documentation that will facilitate the transportation of the Goods.

8 DELIVERY STANDARDS

8.1 The Contractor will deliver the Goods to all the designated Points of Receipts
according to the following standards;

8.1.1 All vehicles will be road-worthy, fully licensed, fully insured and clean unless it
is agreed to between the two parties.

8.1.2 All the Goods shall in no way be tempered with during conveyance.

8.1.3 All deliveries shall be timeous and professional.

8.1.4 The Contractor is under no obligation to deliver goods that by Law are
regarded as dangerous goods

9 REFUSED DELIVERIES

9.1 Should the Contractor be unable to effect any delivery as a result of incorrect,
incomplete or any miscommunication on the part of the Customer, the Contractor
shall give the Customer 18 hours to remedy the situation failing which the
Contractor shall return the Goods to the Point of Receipt and this shall be
deemed as a normal delivery and invoiced accordingly.

10 . PRICES

10.1 The prices payable by the Customer to the Contractor as agreed in respect of
the Transport Service Agreement from Beira in Mozambique to Lubumbashi in
the DRC is US$230 per m3.

10.2 The rates agreed upon shall be firm and binding for the next 6 months of this
Agreement subject to any significant change in the price of fuel, or statutory price
reviews.

10.3 Thereafter, rates reviews will take into account the fuel costs, vehicle
maintenance costs, insurance costs, operations costs, competitive tariffs and the
prevailing economic climate, at the discretion of the Contractor.

10.4 The Contractor shall endeavor to reduce the price payable by the Customer
by working together with the Customer to reduce and or eliminated the delays
where possible

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11 PAYMENTS

11.1 Payments of the accounts in respect of all services received of this

Agreement shall be made, without deduction, at 50% in advance and the full
balance on POD- Proof of Delivery after deducting arrival losses calculated at
20 degree C as stipulated in Clause 12.1.

11.2 Any unnecessary delays in payment shall constitute a breach of contract and
the Contractor may terminate this Agreement and claim for all amounts
outstanding together with all costs suffered.

11.3 All payments will be deposited in the ASSIGNED ACCOUNT THAT WILL BE
ADVISED SEPARATELY

12 CLAIMS

12.1 Under claims loss allowance is as follows: Petrol 0.4% and Diesel is at 0.3%
calculated at 20 degrees C. The Contractor will supply the customer with a
dipstick for their stock accounting purposes only.

12.2 The Customer shall invoice the Contractor for any Goods shortages and or
damages in transit that are undoubtedly as a result of negligence or misconduct
on the part of the Contractor, Agent and or his employees. Any loss claim by the
Customer on the Contractor shall be settled as per Clause 11.1 above.

12.3 All Goods which are subject of claims shall be settled at cost price.

12.4 The Contractor allows the Customer 48 hours for offloading and customs
formalities. After this period, Parking fees and driver allowances will be charged
at full rates. After 5 days or part thereof, demurrage fee of US$250 per day will be
charged.

13 ARBITRATION

13.1 All disputes controversies or differences, which may arise at any time,
between the parties, out of or in relation to or in connection with Agreement, or for
the breach thereof, shall be settled amicably through negotiation between the
parties.
13.2 If such negotiations should fail to yield an amicable settlement, then such
disputes, controversies or differences shall be settled by arbitration.

13.3 The arbitration shall be held in Lusaka, Zambia and such arbitration shall be
in accordance with the Arbitration Laws of Zambia, which is an adoption of the
model Arbitration Law 3 frames by the United Nations Commission on
International Trade Law (UNCITRAL).

14 CONFIDENTIALITY

14.1 Each Party undertakes to the other Party, for the continuance of this
Agreement to keep confidential all information, written, oral and or electronic
concerning the business and affairs of the other party that it obtains or receives

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 from the other Party or any third party as well as the terms and conditions of this
Agreement.

15 NOTICES
15.1 The Parties choose their respective domicilium addresses for all purposes
hereunder at the addresses set out in section 17.

15.2 All notices, demands, consents, waivers or requests permitted or required

pursuant to this AGREEMENT shall be deemed to be served if sent by registered
airmail to the addresses mentioned in section 17.

16 ALTERATIONS

16.1 This agreement and references herein constitute the entire agreement of the
parties for transportation service facilities of Contractor at the Point(s) of Delivery.
There are no oral understandings or agreements between the parties not part of
this agreement, relating to the subject-matter of this agreement other than those
expressed herein.

16.2 Provisions of this agreement may be changed, waived, discharged or

terminated only by an instrument in writing and signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.

17 DOMICILIUM

17.1 The Contractor chooses the following Address for Notices and Invoices and
all other correspondences relating to this Agreement as
Keren Motors Limited, Plot No 6920, Mungwi Road Lusaka Zambia. P.O Box
31897, Lusaka Zambia

17.2 The Customer chooses the following Address for Notices and Invoices and all
other correspondences relating to this Agreement as
DRC Petroleum sprl, 21 Blvd Kaluba, C. Lubumbashi, Q. Mangala, R.D. Congo.

18 SIGNATURES

IN WITNESS WHEREOF, the parties hereto have this Agreement to be executed by

their duly authorized officers as of __________ Day of ____________ 2012.

_____________________________
For: (Contractor)
1. WITNESS

_________________________

_____________________________
For: (Customer)
1. WITNESS

_________________________

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