BUNKER AGREEMENT

BUNKER CONTRACT For supply of marine gas oil and lubrication oil Istanbul .. / .. / 2010

KL Shipping LTD of Trust Company Complex, Marshal Islands, hereinafter referred to as the Supplier, in the name of Representative ____________________ , acting on basis of the Power of Attorney w/n, dd ____________ on the one side, and ____________________________ , hereinafter referred to as the Customer, in the name of _______________________________________ , acting on basis of _________________ , on the other side, have concluded the present Contract about the following:

1. SUBJECT OF THE CONTRACT 1.1. On basis of this Contract, the Supplier shall deliver to the Customer marine gas oil and/or lubricant materials, and/or other goods in volume, at the price and in range, in compliance with terms of this Contract, and shall arrange bunkering of vessels, owned or chartered by Customer. Under bunkering is understood supply of vessels with marine gas oil and/or lubricant materials and/or other products (further referred to as oil products). The purchased under the present Contract oil products are intended for filling into gas oil tanks of vessels, indicated in bunker supply requests. 1.2. The present Contract governs relations between the Supplier and the Customer on arrangement of vessels bunkering, performed either independently or with involvement of technical facilities of the third parties. 1.3. Place for oil products delivery (bunkering) is the exact place, where bunker supply shall take place in accordance with the coordinated bunker request; and that represents by itself a pier, berthing mooring area, anchorage area or other point at ports of the Mediterranean or the Azov - Black seas basin. 1.4. The Customer is obliged to deliver vessel for performance of bunker supply to the coordinated with the Supplier place, to receive and timely pay for the delivered oil products.

2. PRICE AND PROCEDURE OF PAYMENTS 2.1. Unit price is the cost rate in US dollars (or any other agreed currency) for metric ton of oil products. 2.1. Total sum of Contract is defined as per coordinated bunker requests of the Customer. 2.2. The quantity and the price of oil products is defined by the coordinated bunker requests of the Customer. Price for oil products includes in itself overhead expenses bound with delivery of oil products, bunker operations, taxation, customs clearance. Additionally to cost of oil products, the Customer agrees to pay possible charges on any expenses, bound with settlement of taxes, customs fees and other similar expenditures, including fines, penalties, incurred by the Supplier, or presented to the Supplier for payment; which occur due to peculiarities of domestic legislation of one or another country, on which territory bunkering takes place. Such requirements, costs and expenditures shall be passed to the Customer in the

volume rendered the Supplier for payment as they become available; and, together with price, shall always make the cost, deemed to be paid by the Customer to the Supplier for delivered oil products. 2.3. The Supplier shall send notification about price to the Customer within practically acceptable time period on the fact of bunkering. Under some circumstances notification about price may be sent by the Supplier in part. If notification about price is given in part, then every constituent part of such price shall be deemed to present by itself indebtedness, liable to be collected from the Customer in favor of the Supplier in involuntary way. Notification about price as per the Suppliers choice can be presented in form of invoice for payment of fuel, bunker services, transport expenses, other expenditures and can be sent via mail, by fax or other way. 2.5. The Customer is obliged to pay invoices within 30 calendar days since the moment of bunkering. Invoice for payment of extra expenses, including fine and penalties, issued by the Supplier, must be paid by the Customer within three calendar days from date of invoice. Payment as per Contract can be made by the 3rd party. 2.6. All expenses on money transfer, including services of correspondent banks shall be on the Customers account. 2.7. Payments shall be made in dollars USA to the following bank details: Account No: 8732005036 Credit Europe Bank N.V. MALTA BRANCH Swift Code: FBHLMTMT IBAN No: MT76FBHL13505000000008732005036 Correspondent Bank: Standard Chartered Bank, New York, NY, US Correspondent Bank Swift Code: SCBLUS33

3. TIME AND TERMS OF BUNKER DELIVERY 3.1 The Supplier is obliged: - To provide gasoil delivery and bunkering of the Customers vessels before their sailing, as per submitted bunker supply requests; furthermore, the duration of bunkering operation shall be defined by technological features of bunkering process and the quantity of oil products, declared for bunkering by the Customer; - To arrange bunkering process complying requirements of ecological and fire safety; - To provide services on customs clearance for the bunkered gas oil, - To guarantee oil products quality. To confirm quality of oil products by quality certificate (oil passport); - To arrange issue of all necessary documents, confirming fact of bunkering; - To inform the Customer in due time about tariffs, working mode, terms of bunkering; - Services of other organizations, bound with towage works and other can be ordered by the Supplier for an extra charge in consent with the Customer. 3.2 The Customer (being owner or charterer of vessel), master of vessel, or his agents, (about which the Customer shall officially notify the Supplier indicating agents capacities), must submit to the Supplier written bunker request issued in a proper format (by fax, by telex, via email). Bunker supply requests are accepted during official working hours 4 days prior, but no later than 2 days before expected bunker supply. - Bunker supply request must be presented on the Customers title headed paper and contain the following information: name of vessel, vessels ETA for bunkering, place of bunkering, port of registry, full name of owner, charterer and their addresses, basis on which vessel was chartered (time-charter, bareboat-charter, other basis), name of oil products, quantity, preliminarily agreed price of oil products, procedure of settlements, record about guarantee of payment, vessels flag and voyage instructions in case customs clearance is needed, phone numbers on board of the vessel, and any other data necessary for full performance of duties by both parties;

3.3. The Customer is obliged: - to provide receipt of oil products by vessel as per declared quantity; - to make payment for oil products in accordance with conditions, stipulated in clause 2.2 of the present Contract, as per invoices issued by the Supplier.

4. THE REQUIREMENTS AND DISPUTES ON PRODUCTS QAULITY AND QUANTITY 4.1. The Customer shall bear responsibility that oil products, requested for delivery, be the type, necessary for the vessel, and be pumped into corresponding tanks. In quality claims submission, samples taking in process of bunkering is deemed to be important, 2 samples shall be taken on each delivery. The samples must be signed and hermetically packed by representatives of the Supplier and the Customer, where one set of samples must stay at custody of the Supplier, and the second at custody of the Customer. In case the Customer has grounds to believe that the delivered oil products do not answer the accompanying description and are of low quality, the Customer must act as follows without delay: - to take all defensible actions for minimization of consequences entailed by supply with potentially lowquality and inadequate oil products; - to send notification to the Supplier with full description of potentially low-quality or inadequate oil products together with data about vessels position, port of destination, vessels ETA, quality and location of all bunker tanks on board of vessel, intension and consumption volume from the moment of delivery. In case sample is not sealed, the Customers claims on oil products quality are not accepted. 4.2. In order to calculate the quantity of the delivered oil products, data of measuring devices are taken as a basis. Fuel transfer operation is to be performed under constant control. Delivery of oil products on board of vessel is documented by bunker delivery receipt of a standard form in 4 copies, 3 out of which are given to Supplier. Ships bunker delivery receipts shall be attested by Suppliers stamp and Customers ships stamp. Name of oil products and its quantity shall be written in ships bunker receipt. Ships bunker receipt serves as a ground for issue of invoice by Supplier to Customer for delivered oil products. 4.3. In case of occurrence of disputes due to discrepancy between goods quality and quality declared in certificates, the Customer has right to contest goods quality and claim for replacement. Furthermore, the Customer shall attach to it an Act, compiled with participation of one of independent control organizations, competent at performance of such kind expertise. 4.4. Should the submitted claim be acknowledged, the Supply shall replace the deficient parcel of goods at own account. 4.5. The claims on quantity and goods non-compliance to contractual specification, as well as reclamation may be submitted within 10 days from date of delivery of goods parcel. 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 performance 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. APPLIED LEGISLATION, JURIDISDICTION & EVIDENCE 6.1. This Contract is governed by Turkish law and is subject to the exclusive jurisdiction of Maritime Court of Istanbul and Istanbul Enforcement Offices. This Contract, Bunker Delivery Receipt, Orders, and if needed, the records of the Supplier, shall be prima face evidence. 6.2. Addresses and details of parties, indicated in clause 9 of the present contract are official addresses of parties for correspondence, and will be used for posting of all documents (including court notifications). Any written message is considered to be received, should it be sent to address of the party, indicated in clause 9 of the present contract, as a registered letter or any other way, providing registration of attempt to deliver such letter. Supplier is also entitled to serve all kind of papers, claim petitions, decisions and whatsoever to local agent of the vessel in Turkey namely _______________________________________________________________________________.

7. SACTIONS AND PENALTIES 7.1. Should bunker fuel payment be not made or payment period be violated, the Customer shall pay delay penalty to Supplier at the rate of 0.5 % of arrear for each day of delay. Payment of delay penalty shall not exempt Customer from performance of obligations, related to the present Contract. 7.2. Supplier shall be entitled to demand from Customer payment of difference in oil products prices, fixed on the agreed payment date and actual payment date, as additional compensation of damage.

8. OTHER TERMS AND CONDITIONS. 8.1. This Contract shall come into effect as of date of its signing by both Parties and shall remain as such till the moment both Parties fully complete their obligations as per the Contract and with regards to mutual payments till the moment of their full accomplishment. 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. Should one of Parties systematically breach performance of its obligations on regular basis, this Contract can be terminated unilaterally by another Party, that is to inform thereof the Party systematically violating its duties by written notification no later than 1 month in advance. 8.4. The Parties stipulate, that signing of this Contract is assumed to be done via facsimile transmission, furthermore, the Parties shall be obliged to deliver the original counterparts of such transmitted documents within no more than 30 calendar days since the date of the aforesaid transmission. This Contract shall come into effect after its signed copies are exchanged over facsimile transmission and its copies sent via fax shall be binding for both Parties. 8.5. Bunker supply requests, bunker delivery receipts, received via facsimile transmission, telex, e-mail, cable or post, as well as other necessary documents, bound with performance of obligations related to this Contract, received and signed via facsimile transmission, shall be acknowledged by Parties as documents having legal force of original counterpart.