EMSONEX WEST AFRICA LIMITED

SALES AND PURCHASE AGREEMENT

CONTRACT NUMBER: PORC/CONTR.VOL20.12/20/FORC THIS AGREEMENT is entered into this SEPT 13TH, 2011. BETWEEN

EMSONEX WEST AFRICA LIMITED

Having its registered office at Refinery Road Port Harcourt and mailing address in NIGERIA (Hereinafter referred to as the SELLER) AND Having its registered office and mailing address in the United State of America (Hereinafter referred to as the BUYER) WHEREAS the Seller has the legal right to title and conveyance of the product referred to herein below and hereby sells such products, and the buyer is willing and able to purchase said product subject to the terms and conditions of this Agreement. NOW therefore the parties agree as follows: It is being understood that each may be referred to herein individually as a PARTY or collectively as PARTIES. 1.0 PRODUCT: FLCO of Nigerian Origin. 2.0 QUANTITY: The quantity to be delivered shall be TWO MILLION BARRELS to be delivered and sold hereunder and shall be established as follows:

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2.1. DETERMINATION OF QUALITY AND QUANTITY): Quality and Quantity shall be determined by an independent inspection company such as SGS or Saybolt, appointed by the buyer in accordance with normal Port practices. Quantity shall be determined by CONFIRMED barrels from the carrier after adjustment for temperature corrections to 60 degree Fahrenheit, utilizing applicable volume correction tables by the independent inspectors acceptable to both buyer and seller. 3.0 QUALITY AND SPECIFICATION: 3.1 The quality of the product to be supplied under this agreement shall be standard NNPC export specification for Forcados Light. QUALITY AND GRADE. The quality of this product shall be regular NNPC standard and export grades of Forcados Light Specific Gravity @ 15c API BSW (by configuration) Pour point Reid vapor pressure Sulphur content wt% Salt ib 10000 bb Carbon residue wt% Water vol 0.8398 350-370 max 0.65% max below 40% psi 6.25%PSIGN 0.149 12 approx 1.0 approx 0.2% vol

3.2 The verification as to quality and quantity shall be arranged by Seller at the loading port at Sellers expense, and Buyer shall be responsible for the same such arrangement and expenses at the discharge point. Normal industry practices will be utilized as to de-escalation of price when applicable, as to quality and quantity
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4.1 Tanker Take Over TTO based upon DTD Brent Price quotation is published by Platts Oil Marketwise and as determined herein below. Delivery (TTO) shall be confirmed barrels by independent inspectors. 4.2 The price, $12.00 less the gross discount of $4.00 per barrel. Net discount is $4.00 to be distributed as follows, $2.00 to Sellers side, $2.00 to Buyers side. 5.0 PAYMENT CONDITIONS: 5.1 Payment will be made in USD OR EQUIVELENT to be made by Telegraphic Transfer into sellers account, and all shipping documents forwarded to the buyers bank or directed by the buyers mandate AS PER LIST OF DOCUMENTS IN THE BG into the Sellers Bank Account before vessel departure and presentation of the original documents. 5.2 Complete set; one original plus three (3) non-negotiable copies of cleanon-board Bill of lading, showing quantity loaded, issued and endorsed to the order of Buyer. The Bill of Lading will evidence the following (I) Shipment date (ii) Intended destination, (iii) Proof of shipment from the loading Terminal, (iv) Name of Product. All Bills of Lading must be manually signed by the Master of the nominated vessel(s). 6.0 DELIVERY: 6.1 Terms of Delivery considered in this contract is Tanker Take Over TTO, and each delivery shall be accomplished when a total of Two Million barrels has been delivered to the Buyers mother vessel.

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7.0 TITLE AND RISK: Title to and risk of loss or damage to the black oil shall pass from Seller to Buyer upon the shuttle vessel leaving Nigerian waters to Buyers discharge point. 8.0 DEMURRAGE: Demurrage incurred at discharge port only, if any, shall be calculated at charted party rate. Copy of this section will be provided to the Buyer from the Charter Party Agreement. All customs formalities, if any, at the port of discharge will be taken care of by the Buyer. 9.0 CLAIMS FOR DEMURRAGE: 9.1 At port of discharge, Buyer shall be liable for demurrage in the event of delays due to the direct default of Buyer, and shall be calculated at Charter party rate, or in absence of Charter party, then at the market rate for the size of the tanker used. This rate shall be used in the calculation of demurrage, if time used for discharge exceeds the lay-time according to the provisions of this agreement. 9.2 CLAIMS FOR DEMURRAGE: Claims shall be made in writing and supported by documents to be sent within maximum sixty (60) hours after loading or discharging, and shall be settled within thirty (30) hours from receipt of such document. 9.3 Any delays or demurrage resulting from Sellers action or in action shall be at the cost of Seller. 10.0 FORCE MAJEURE & HARDSHIP: Performance, liability, contract suspension and Modification: In event of any delay in performance by either party due to any occurrence arising for a normal event of force Majeure attributable to acts, events, or happenings, omission, accidents, or Acts of God beyond the reasonable control of the party to perform (including but not limited to strikes, lock out, storage or labor, civil commotion, riots, war, threat of, or preparation for war, breaking of diplomatic relation, fire explosion, abrogates, storm, flood,
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earthquakes of subsistence, pestilence, of or epidemics, machinery breakdown, failure of plant or collapse of structure, voluntary or mandatory compliance with any directions, requisition for materials or service stated to be for the purpose of defense, or inability to obtain suitable transportation), the party so delayed or prevented to perform shall be under no liability for loss or injury suffered by the other party, thereby upon giving a description of the nature of the Force Majeure, and its cause and possible consequences, and this such cessation of cause of delay of the other party, this contract shall again become fully operative. 10.2 ARBITRATION: All disputes in connection with this contract, or the execution thereof, shall be settled by amicable negotiation; venue to be London, England and in the English Language In the event where no settlement can be reach, the case under dispute shall be finally settled under the rules of reconciliation and arbitration of the International Chamber of Commerce, Paris by one or more arbitration in accordance with said rules. The decision of arbitration board shall be accepted as final and binding. The prevailing party shall be entitled to reasonable cost and attorneys fees. 11.0 NON-DISCLOSURE/NON-CIRCUMVENTION AGREEMENT The non-disclosure, no-circumvention bilateral agreement has been reached between the parties to this contract, and is understood to be an integral party of this contract. 12.0 ENGLISH LANGUAGE: These parties confirm that this agreement as well as any document relating hereto have been and shall be drawn up in English only. 13.0 ENTIRETY: This agreement constitutes the entire understanding of the parties with respect to the subject matter herein. No modification or amendment shall be effective unless in writing and jointly signed by a duly authorized representative. 14.0 VALIDITY:
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The parties hereby agree that this contract shall become valid and operational if and when signed in Counterpart. Any copies of this contract and all related documents to be executed may be delivered by hand, courier or facsimile transmission. In the event of the delivery of any or all of the documents by hand, courier or fax transmission, the recipient thereof shall consider such delivery to constitute delivery of the original contract document. Notwithstanding the above, the delivery by hand or courier of the original hard copies shall be construed to invalidate and replace all other prior executed.

15.0 - ASSIGNMENT
Neither Party shall assign any of its rights and obligations under the Agreement, in whole or in part, without the prior written consent of the other Party.

16.0 LAW AND JURISDICTION

This Contract is governed by Nigerian Law and any claims, or dispute arising will be referred to the exclusive jurisdiction of the High Court of Justice in Abuja Incoterms 2000 and subsequent amendments shall apply but if there is any inconsistency or conflict between Incoterms and this Contract, this Contract shall prevail 17.0 - GENERAL PROVISIONS This agreement contains the entire understanding between the parties with respect to the transactions contemplated hereby and can only be amended by a written agreement. 18.0 - NOTICES AND COMMUNICATIONS All notices, communications in connection with this Contract shall be in writing and shall be telexed, telegraphed, emailed, faxed or dispatched by express courier to the counterpartys official communication details as reported in this agreement.

19.0 COMMISSIONS DEFINED

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The commissions payable shall be: $4.00 for Brokers to be distributed as follows: $2.00 to Sellers Agent/Facilitators; $2.00 to Buyers Agent/Facilitators.

20.0 PROCEDURES TTO

The procedure for this transaction as indicated hereunder shall be as follows in its strictest terms.

TTO-Procedures 1. Seller And Buyer Sign And Seal Sales/Purchase Agreement With Their Full Banking Details Including Their Brokers Banking Details Both Parties Forward A Copy Of This Signed SPA Contract To Their Respective Banks. 2. Buyer also returns the Signed SPA Contract with the Pass-Port Photo graphs of the Inspectors and Super Cargo Men together with their Mobile phone numbers FOR ATB ISSUANCE. 3. Seller issues Clearance and ATB for Boarding of Buyers Supercargo/Inspectors. Buyers Inspectors contact Sellers Captain of Loaded Vessel VIA email for confirmation to go on board for Q and Q. 4. Buyer Inspectors and Super cargo board the loaded vessel for Q&Q. 5. Buyer pays N50m for all clearance and documentation. 6. The Seller introduces Buyer to the Vessel Owners/Commercial Operators/Handlers and/or Agents to formalize the Charter to Buyers destination Port and hands over all the cargo documents to the buyer [Copies], while his bankers send the Original by Courier to the Buyers banker that raised the MT103/ Letter Of Credit or Bank Guarantee. 5. Subject to the outcome of the Q & Q Analysis Report, Buyers Bank makes full payment for entire cargo. 6. The Letter of Credit or Bank Guarantee crystallizes for full and final payment for Cargo and Commission by KTT Wire Transfer.
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7. Vessel sails to Buyer discharge port. Declaration: The undersigned declare that the foregoing instrument fully sets forth the entire agreement between the parties and that the signatories below have been fully and Duly authorised to enter into and bind each representative company to the contract. In witness whereof the parties have executed this agreement under the hand of their duly authorised officers as witnessed below. This agreement is reached on this day, MARCH 24, 2011. BANKING CORDINATE
NOTICE: NO CONTACT WITH SELLERS OR BUYERS BANK WITH OUT PRIOR WRITTEN AUTHORITY. THE SELLER AND OR THE BUYER RESERVE THE RIGHT TO CHANGE BANKING AFTER PROPER NOTICE TO THE OTHER PARTY. SELLERS BANKING CO-ORDINATES: CORRESPONDENT BANK NAME AND ADDRESS: CITIBANK N.A.NEWYORK 111, WALL STREET, NEW YORK 10043. CITIUS33 21000089

SWIFT CODE: ABA NO: BENEFICIARY BANK NAME AND ADDRESS: INTERCONTINENTAL BANK PLC SWIFT CODE: ICOBNGLA ACCOUNT NUMBER: 36023765 Further Credit Party: EMSONEX WEST AFRICA LIMITED ACCOUNT NUMBER: 0221001000014968 ACCOUNT OFFICER: TONY AMAH EMAIL: amaliechi.anthony@intercontinentalbankplc.com SELLERS AGENT BANKING CO-ORDINATES $1.50 BANK NAME: BANK ADDRESS: ACCOUNT NUMBER: SAME AS SELLER BANK 8 BUYERS SELLERS INITIALS

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SWIFT CODE: ACCOUNT NAME: ACCOUNT MANAGER: PHONE: SELLERS FACILITATOR A. BANKING CO-ORDINATES $0,50
BANK NAME BANK ADDRESS : SUN TRUST BANK : 3510 CAMPCREEK PKWY, ATLANTA, GEORGIA 30344

ACCOUNT NUMBER: 1000043782910 SWIFT CODE : SNTRUS3A

ROUTING NUMBER: 061000104 ACCOUNT NAME : MR. CHARLES OBIERIKA

BUYERS BANKING CO-ORDINATES BANK NAME: BANK ADDRESS: ACCOUNT NUMBER: SWIFT CODE: ACCOUNT NAME: ACCOUNT MANAGER: PHONE:

BUYERS AGENT BANKING CO ORDINATES $1.00K BANK NAME: ADDRESS OF BANK: ACCOUNT NO: SWIFT CODE: ACCOUNT NO: FURTHER CREDIT TO: ACCOUNT NO: ACCOUNT OFFICER: TELEFAX: 9 BUYERS SELLERS INITIALS

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BUYERS FACILITATOR A. BANKING DETAILS FOR $0.40 PER BBL
BANK NAME: BANK ADDRESS: SWIFT CODE: ABA NO.: FOR CREDIT OF: SWIFT CODE: ACCOUNT NUMBER: FINAL BENEFICIARY NAME: FINAL BENEFICIARY A/C NO.: ACCOUNT OFFICER SPECIAL WIRING INSTRUCTIONS: REQUIRED MESSAGE:

BUYERS FACILITATOR B. BANKING DETAILS FOR $0.30 PER BBL CORRESPONDENT BANK SWIFT CODE ABA NO ACCOUNT NUMBER FOR CREDIT OF BANK ADDRESS SWIFT CODE FOR FINAL CREDIT OF BENEFICIARY ACCOUNT NUMBER (NAIRA) ACCOUNT NUMBER (DOMICILIARY) ACCOUNT OFFICER: DEUTSHE BANK TRUST COMPANY, AMERICA BKTRUS33 021000089 04-430-446 UBA PLC, LAGOS IJAYE ROAD, OGBA, IKEJA NIGERIA UNAFNGLA JAMIN OLORUNFEMI ESHIOMHONU 05420020000753 05420521000133 HENRY ELUMELU (08037261371)

BUYERS FACILITATOR GROUP B BANKING DETAIL FOR $0.30 CENTS PER BBL [IN MOU WITH 5 GROUPS]. BANK: ADDRESS: SWIFT CODE: ROUTING/ABA NO ECOBANK NIGERIA PLC

WUSE II ABUJA BKTRUS33

021001033

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BENEFICIARY BANK: BRANCH: ACCOUNT NO: FURTHER CREDIT TO: ACCOUNT NO: A/C NAME: A/C OFFICER NAME AND PHONE: SPECIAL WIRE INSTRUCTIONS REQUIRED MESSAGE ECOBANK NIGERIA PLC WUSE II ABUJA 0122510102751001 DR. NUHU M. ADEH 0122510102751001 NUHU M. ADEH

ANAJA O.
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER & EMAIL: a notification immediately upon each tranche transfer payment together with the transactions code/s to:

ay_moh2003@yahoo.co.uk

Text Message: The S.W.I.F.T. or Clear Stream text message covering all remittances shall clearly state the following: "CLEAN, CLEARED, LIEN

FREE AND UNENCUMBERED FUNDS, EARNED FROM FINANCIAL CONSULTING FEES ON COMMERCIAL ENTERPRISES OF NON-CRIMINAL AND NON-TERRORIST ORIGINS, FOR SAME DAY SETTLEMENT.

Signed By Seller Title: CEO Dated:

Signed By: CHIEF CHUDY Title: CEO Dated: SEPT 13TH, 2011

Signed By Buyer Title: CEO Dated:

Signed By: Title: CEO Dated: SEPT 13TH, 2011

ALL BANK CHARGES SHALL BE ASSIGNED TO ACCOUNT BENEFICIARIES

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