FACSIMILE

TO: TECMACH
FAX No: 65 67564340/ 08 9972 396
ATTN.: MS. LUONG.T.H – Director

Total of pages: 17, including this page

PURCHASE ORDER No. /09/N-N2/VSP1-TECMACH

For Supplying " Spare parts for Fire and Gas Detection Systems"-
Sec. No VT-316/09.N2-TTR

Dear Sirs,

for Provision of Spare parts for Fire and Gas Detection Systems. We are pleased to confirm this
Purchase Order on the terms and conditions as follows:

This transaction is made between:

VIETSOVPETRO JOINT-VENTURE
105 Le Loi Street, Vung Tau City, S.R.Vietnam
Tel.: 84.64.839871
Fax: 84.64.839857/838655
Hereinafter referred to as "the Buyer".

AND:

TECMACH
8 Cross Street, PWC Building, Singapore 048424
Tel.: 65. 6756 2365
Fax: 65. 6756 4340

Hereinafter referred to as “the Seller”

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ARTICLE 1: OBJECT OF THE PURCHASE ORDER

The Seller agrees to sell and the Buyer agrees to buy Spare parts for Fire and Gas
Detection Systems, the said spare parts are hereinafter referred to as the “Goods”, with
descriptions, quantity, specifications, scope of supply are as follows:

Unit
Ext. Price
No Supplier's Description Code Unit Q'ty MNF CO Price
(USD)
(USD)
EU/G7
1 Micro switch 272F5YR1 Pcs 5 Burgess
/Asia
Infra-Red point Gas
Detector for Hydrocarbon IR-2100-0- General
2 Pcs 15 EU/G7
gas 01-2-1 Monitors
Model IR-2100 Detector

3 Flame Detector type IR X9800 Pcs 2 Dettronics EU/G7

only, output 4-20mA
P/N : Zellweger/
Combustion Gas
7 02000-A- Pcs 5 Sieger/ EU/G7
sensor 0-100 L.E.L
2400 Honeywell
Flame detector (IR + UV)
with 4-20 mA output,
X5200S4N
13 Housing materials :316 pcs 3 Dettronics EU/G7
13W2
SS cover locking
assembly
General
15 Combustible Gas Sensor 10058-1 pcs 30 EU/G7 542.00 16,260.00
Monitors

Total CFR Ho Chi Minh Port, HCM City, Vietnam (USD) 79,401.00

Year of production: 2008 or later.

Goods are brand new and unused.
Specifications of the Goods are as per Manufacturer’s Standards

ARTICLE 2: PRICE AND TOTAL VALUE OF THE PURCHASE ORDER

2.1 The unit prices for the Goods are specified hereabove.

2.2 The total value of this Purchase Order is USD 79,401.00 - CFR Hochiminh City Port, S.R.
VIETNAM – INCOTERMS 2000.
(In words: Seventy nine thousand four hundred and one US dollars only).

2.3 All inland transportation charges from Hochiminh City Port to Vung tau port at the
Seller’s Account.

2.4 The price as mentioned above is understood CFR Hochiminh City Port, S.R. VIETNAM –
INCOTERMS 2000, not subject to any alteration and includes value of the Goods,
packing, marking, painting, assembling, testing, inspection, manufacturers’ certificates,
freight, export license if necessary, guarantee services (if any) etc… in accordance with

PAGE 2/17
 terms and conditions of this Purchase Order as well as all duties levied in connection with
the performance of this Purchase Order outside the Buyer's country.

ARTICLE 3: DELIVERY

3.1 Delivery date: not later than 04 (four) months from the date of opening L/C.

3.2 Shipment to be made from American/European/Asian Port to Hochiminh City Port on the
terms of CFR Hochiminh City Port, S.R. Vietnam - Incoterms 2000, except otherwise
stated in this Purchase Order.

Partial shipment is allowed. Maximum 02 shipments.

Transshipment and multimodal transport is allowed at the Seller’s care and account.

The Seller shall be responsible for any extra transport, warehouse expenses and other
charges incurred in connection with sending of the Goods to the wrong destination port.

3.3 The Delivery Date is understood as:

3.3.1 The date of "Bill of Lading", consigned to the Buyer, marked "Freight prepaid", with
destination to Hochiminh City Port, S.R.Vietnam, provided that the navigation period
from American/European/Asian Port to Hochiminh City Port should not exceed 55/45/21
days from the date of Bill of Lading.

3.3.2 The date of "Notice of Readiness" issued by the Shipmaster on vessel’s arrival date at
discharge port minus 55/45/21 days if shipment from American/European/Asian Port,
applied in case if the navigation period from American/European/Asian Port to Hochiminh
City Port, S.R.Vietnam exceeds 55/45/21 days. This date shall be issued for the purpose
of calculating the agreed and liquidated damages for delay in delivery as per Article 10 of
this Purchase Order.

3.4 The carrying vessel must have ISM Certificate.

3.5 The Seller has right to send the Goods by air. In this case, all the terms and conditions of
this Contract shall be applied accordingly on the basis of CPT TANSONNHAT AIRPORT,
HOCHIMINH CITY, S. R. VIETNAM.

ARTICLE 4: NOTICE OF SHIPMENT AND DOCUMENTATION

4.1 The Seller shall notify the Buyer by fax/cable/telex as soon as possible, but not later than 03
days from the Bill of Lading date the following information regarding the shipment:

1. Purchase Order number

2. Name of Goods, quantity and value
3. Number of cases, gross weight, measurement
4. Bill of Lading number and its date.
5. Name of vessel, nationality.
6. Port of loading / destination, ETD/ETA
7. Address, telephone, fax of the shipping agent in Vietnam.
8. Any other special instructions which should call to the Buyer’s attention.

PAGE 3/17
 The Seller shall be responsible for any losses, expenses that may be occurred due to
incorrect information from the Seller to the Buyer.

4.2 Immediately but not later than 07 days from the Bill of Lading date the Seller shall send by
Express courier at the Seller's expenses to the Buyer the following shipping documents:

1. 2/3 originals and two copies of clean on board Bill of Lading evidencing shipment
from American/European/Asian Port with destination to Hochiminh City Port,
S.R.Vietnam, consigned to the Buyer, marked "freight prepaid".
2. Detailed Packing List showing the content of each case or lot, gross and net
weight, covering Goods as specified in Article No. 1 of this Purchase Order: 02
originals and 02 copies.
3. Signed Commercial Invoice issued by the Seller for the respective shipment value
indicating CFR Hochiminh City Port, S.R.Vietnam, with itemized unit and total
prices: 02 originals and 02 copies.
4. Certificate of Quality & Quantity or Certificate of Compliance/Conformity issued
by Manufacturer or Manufacturer’s branch: 02 copies.
5. Certificate of Origin issued by The Chamber of Commerce or authorized
organization in Manufacturer’s country/ Exporter’s country: 02 copies.
6. Certificates of Guarantee issued by the Seller for the quality of Goods for the
period of 12 months from the respective Delivery Date: 02 originals and 02 copies.
7. Export License or Letter of the Seller stating that Export License is not necessary
for export - 02 originals and 02 copies.

All the copies of the documents shall be legible, otherwise the photocopy of the original
shall be furnished.

4.3 If shipment to be made through a FIATA Freight Forwarder, under Through or Combined
Transport Bill of Lading, the Seller shall have to send the Buyer by fax the copy of the
Local Bill of Lading of the last distance and inform the Buyer the name, contract address
of the Transportation Agent in Vietnam.

4.4 Any storage demurrage or other charges due to non, late receipt of the shipment advice
and/or shipping documents by the Buyer from the Seller or the Seller’s agent as well as
due to incorrect shipping documents shall be at the Seller's account.

ARTICLE 5: PACKING

5.1 The Goods supplied under this Purchase Order shall be packed in accordance with
international standard for export packing to ensure safety of Goods from damages and
corrosion during transportation and suitable for crane operations and handling.

5.2 Before packing, all metal parts of Goods must be preserved with proper grease and
wrapped in waterproof strong paper to ensure protection from any damage and corrosion
during their transportation and storage in the Buyer’s country within the guarantee period.

5.3 The Seller shall provide for each package a detailed packing list in English indicating the
Purchase Order number, description of items, gross and net weight. One copy of the
PAGE 4/17
 packing list in a waterproof envelope shall be put into each case with the Goods, the other
copy should be fastened to the outer side of the wooden case and shall be covered with a
metal plate nailed to the case. For steel cases, both copies of the packing list should be put
into the cases.

5.4 The Seller shall be fully responsible for loss, damage of breakage of the Goods and/or
rusting/corrosion resulting from defective or inadequate packing.

ARTICLE 6: MARKING

6.1 Marking shall be done in three sides of each case containing Goods, on the two opposite
sides and on the top and contain the following information in the English language:

SHIPPER:
CONSIGNEE: VIETSOVPETRO JOINT VENTURE
105 LELOI STREET, VUNGTAU, S.R.VIETNAM
PURCHASE ORDER NUMBER No.
CASE No. /
DIMENSIONS: Length x Width x Height in cm
GROSS WEIGHT (KGS)
NET WEIGHT (KGS)
PORT OF DESTINATION

6.2 The marking must be clearly done by indelible paint and not less than 5 (five) cm high,
unless restricted by the size of the case. Where necessary, the Seller shall conspicuously
mark on the side of the case appropriate international marks according to the different
characteristics, the special marking “Top”, “Bottom”, “Handle with care”, handling places
for reloading.

6.3 For the oversized cases (more than 10M long), as well as for the case weighing 500 kgs and
more, or if the height of the case exceeds one meter, the center of gravity shall be clearly
shown with bright indelible paint with sign (+) on the end and side faces of the cases.

6.4 The case number shall be indicated by a fraction, the numerator shows the ordinal number of
the cases, and the denominator indicates the overall quantity of the cases into which
completely delivered Goods are packed.

6.5 The Seller shall be responsible for any kind of losses and/or damages of the Goods during
loading and unloading as well as for its transportation as a consequence of improper or
insufficient marking, as well as for any extra transportation and warehouse expenses,
losses connected with misaddress delivery of the Goods due to incomplete marking.

ARTICLE 7: PAYMENT CONDITIONS

7.1.1 As soon as possible, but not later than fifteen (15) days upon the date of Performance
Bond as stipulated in Article 11 of this Purchase Order, the Buyer will open through the
Vietnam bank for Trade and Industry, Baria Vung Tau Branch (Vietinbank) or other Banks
of Vietnam the Irrevocable Letter of Credit in favour of the Seller covering the total
Purchase Order value with the content as specified in Appendix No. 02 which forms an
integral part of this Purchase Order.

PAGE 5/17
 The validity of the Letter of Credit shall cover the Delivery Date plus 60 days.

7.2 Payment under this Letter of Credit shall be made for shipment and in the following
installments to the Seller:

7.2.1 First Installment: 90% (Ninety percent) of the shipment value shall be made upon
presentation of the following documents in English language by the Seller to the Bank:

1. 1/3 originals and one copy of clean on board Bill of Lading evidencing shipment
from American/European/Asian Port with destination to Hochiminh City Port,
S.R.Vietnam, consigned to the Buyer, marked "freight prepaid".
2. Detailed Packing List showing the content of each case or lot, gross and net
weight, covering Goods as specified in Article No. 1 of this Purchase Order: 01
original and 01 copy.
3. Signed Commercial Invoice issued by the Seller for the respective shipment value
indicating CFR Hochiminh City Port, S.R.Vietnam, with itemized unit and total
prices: 01 original and 01 copy.
4. Certificate of Quality & Quantity or Certificate of Compliance/Conformity issued
by Manufacturer or Manufacturer’s branch: 01 original and 01 photocopy.
5. Certificate of Origin issued by The Chamber of Commerce or authorized
organization in Manufacturer’s country/ Exporter’s country: 01 original and 01
photocopy.
6. Certificates of Guarantee issued by the Seller for the quality of Goods for the
period of 12 months from the respective Delivery Date: 01 original and 01 copy.
7. Export License or Letter of the Seller stating that Export License is not necessary
for export - 01 original and 01 copy.

8. Seller’s fax, telex or cable, advising the shipment details (Invoice value, B/L …)
to Vietsovpetro - 01 copy.

9. Seller’s Certificate certifying that one set of the above mentioned documents (from
1 to 3 and 6, 7 including two originals and two copies of each; from 4 to 5
including two copies of each) have been sent to the Buyer's address within 03
working days from the Delivery Date by Courier (Courier’s Receipt must be
enclosed thereto for negotiation): 01 original and 01 copy.

7.2.2 Second Installment: Ten percent (10%) of shipment value shall be payable against
confirmation of the Buyer to the Bank within 45 days after the date of the Certificate of
quantity and condition issued by Independent Inspection Company at the Buyer’s
warehouse.

7.3 For shipment to Ho Chi Minh city, if the costs and expenses for transportation of the
Goods to Vungtau Petroleum Port have to be paid by the Buyer, this amount of actual
costs and expenses will be deducted by the Buyer from the payment to the Seller.

7.4 The Letter of Credit shall be subject to the Uniform Customs and Practice for
Documentary credit of International Chamber of Commerce (UCP No. 600), 2007
revision, except the otherwise stated in this Purchase Order.
PAGE 6/17
7.5 All the banking fees, including bank commission charges and other charges associated
with the opening bank shall be on the Buyer’s account.

7.6 All the banking fees, including bank commission charges and other charges associated
with the advising, corresponding bank shall be on the Seller’s account.

7.7 All charges in connection with the amendments of the Letter of Credit (whether occurred
inside or outside S.R.Vietnam), due to the Seller’s/Buyer’s request, shall be at the
Seller’s/Buyer’s account.

7.8 All charges associated with any extension of the Letter of credit arising due to delay in
delivery as stated in Article 3 of this Purchase Order shall be at the Seller's account.

7.9 The Letter of Credit is to be automatically canceled within 15 days from the date of
opening, if the Buyer does not receive the original Perfomance Bond in favour of the
Buyer with the content as stated in Appendix 1 of this Purchase Order.

7.10 Period of presentation of payment documents: within 35 days after the date of "Bill of
Lading", but within the validity of the letter of credit.

ARTICLE 8: GOODS’ SURVEY

8.1. The survey at the Buyer’s warehouse of the received Goods shall be made by Independent
Inspection Company with issuing a Certificate of quantity and condition.

8.2. The Certificate of quantity and condition issued by Independent Inspection Company for
the Goods supplied under this Purchase Order at the Buyer’s warehouse shall be legal
document for the Buyer to make claim to the Seller.

ARTICLE 9: GUARANTEE

9.1 The Seller guarantees that the Goods supplied under this Purchase Order shall be of the
highest quality and designed standard as set in Manufacture’s country for that type of
Goods and shall meet current technological achievements as required, and shall be suitable
for normal operation in tropical area condition regarding environment temperature up to
45 Deg. C, humidity up to 100%.

9.2 Proper material of high quality shall be used for manufacturing the Goods to be supplied
under this Purchase Order, and the Seller guarantees that the Goods and its quality,
quantity shall be fully in compliance with the technical specifications and scope of supply
as mentioned in Article 1 of this Purchase Order.

9.3 The Seller guarantees normal operation of all Goods to be supplied under this Purchase
Order over 12 months from the date of delivery.

9.4 Should the Buyer reveal any defect within the guarantee period or if the quality of Goods
supplied under this Purchase Order is not in compliance with terms and conditions of this
Purchase Order and its appendixes, the Buyer shall notify the Seller by telex/ fax of such
defect. To substantiate the claims the Buyer shall submit to the Seller the official survey
report issued by Independent Inspection Company. The survey report issued by
PAGE 7/17
 Independent Inspection Company shall be legal document for the Buyer to make claim to
the Seller.

Any claim relating to defects or non-conformity, which occurred during the guarantee
period of the Goods with the technical conditions as stated in Article 1 shall be submitted
to the Seller not later than three months after expiration of the guarantee period.

9.5 The Seller shall inform the Buyer about the results of consideration of claim not later than
10 days after receipt of the Buyer’s claim telex/fax and the Seller shall eliminate the
revealed defects, at his own expenses, at the Buyer’s fist request without any delay, but
not later than 15 days after receipt of the Buyer’s claim telex/fax and/or replace the
defective parts or the missing parts by the new ones of good quality on the condition CIF
Vung tau Petroleum port (or CIP- Tan Son Nhat Airport), S.R.Vietnam. All charges
associated with return of the defective Goods to the Seller and delivery the new one to the
Buyer shall be at the Seller’s account.

9.6 Should the Seller fail to eliminate the defects as claimed, or fail to deliver new Goods
within the stipulated time in Article 9.5, the Buyer shall charge to the Seller the agreed and
liquidated damages at the rate as per Article 10, the period of the above penalty shall be
counted from the date of which the Seller receives the Buyer’s official claim to the date of
elimination of the defects or to the delivery date of the new replacement Goods minus 15
days or the Buyer shall have the right to eliminate such defects at the Seller’s expenses
without prejudice to its right in respect of the guarantee, and the Seller undertakes to
defray at fist Buyer’s request all actual expenses incurred in respect of such elimination
and the agreed and liquidated damages at the rate 08% value of non used Goods due to
defect found. Small defects not requiring the Seller’s participation and/or permitting no
delay will be eliminated by the Buyer and charged at normal costs to the Seller.

9.7 The guarantee period for replaced part shall be equal to that indicated in Article 9.3 and
the guarantee period for Goods will be extended by the time during which it was not used
due to defect found.

9.8 When the elimination and/or replacement is made and all related costs, expenses are
settled, the claim is to be considered as finally settled.

All the claim amount, for which the Seller is to be responsible to the Buyer under this
Purchase Order may be deducted by the Buyer from the payment of the Purchase Order
value or may be covered by act of law or otherwise from the Seller to be agreed by both
parties.

ARTICLE 10: AGREED AND LIQUIDATED DAMAGES FOR DELAY IN DELIVERY

10.1 Should the Seller fail to delivery the Goods by the date specified in the Article 3 (Delivery)
and /or to eliminate the defects/delivery new one specified in Article 9 of this Purchase
Order, the Seller shall pay to the Buyer the agreed and liquidated damages as follows:

- Delay in the first four weeks : 1.00% of shipment value per week.
- Delay in each following week : 1.50% of shipment value per week.

The total amount of agreed and liquidated damages for delay in delivery shall not exceed
08% of shipment value.
PAGE 8/17
10.2 When calculating the amount of the agreed and liquidated damages: One week is to be
defined as 07 days with 04 days or more than 04 days to be considered as one week, 03
days and less will not be counted.

10.3 Within 07 working days from the date of the Seller’s receipt this Purchase Order, the
Seller is to reconfirm its acceptance of the Purchase Order to the Buyer. Should the Seller
fail to accept the Purchase Order in time as stipulated, the Buyer shall have the right to
cancel the Purchase Order at any time and withdraw the Bid Bond without recourse to the
law court or to arbitration.

10.4 The Seller undertakes to pay the Buyer the agreed and liquidated damages at the rate of
08% of the Purchase Order value and the Buyer shall have the right to withdraw the
Performance Bond or deduct from the payment of the other Purchase Orders or otherwise
without recourse to the law court or to arbitration in following cases:

10.4.1 Should the Seller fail to perform this Purchase Order after Seller’s reconfirmation.

10.4.2 If delay in delivery of the Goods exceeds two months against the stipulated date as stated
in Article 3 of this Purchase Order, except the Force majeure circumstances, the Buyer
shall have the right to cancel the Purchase Order at any time.

10.4.3 Should the Export License not be obtained by the commencement of the delivery, or be
canceled by the appropriate authorities of the Seller’s country before the completion of the
Purchase Order, or in case its validity expires, the Buyer has the right to cancel the
Purchase Order at any time.

10.4.4 Should the supplied Goods do not conform to the Purchase Order, the Buyer shall be
entitled to refuse those Goods and payment.

10.5 Should not advice/ delay in shipping advice/ delay in documents delivery/non-legible
shipping documents stipulated as per Articles 4 of this Purchase Order, the Seller shall pay
the agreed and liquidated damages and all other charges in connection with Seller’s
negligent.

10.6 The rate of the agreed and liquidated damages is not subject to any alteration by
arbitration. The amount of the agreed and liquidated damages is to be deducted by the
Buyer from the Seller’s invoices while effecting the payment. Should the Buyer fail to
deduct the sum of money of the agreed and liquidated damages from Seller’s invoices, the
Seller has to pay in immediately, but not later than 30 days from the Buyer’s fist request.

ARTICLE 11: PERFORMANCE BOND

11.1 As soon as possible but not later than 15 days from the date of Purchase Order signing,
the Seller shall inform the Buyer by fax/telex of the issuance of the Performance Bond
covering eight (08%) percents of this Purchase Order amount, issued by Vietcombank,
Vungtau Branch/Petrovietnam Finance Company (PVFC) or the First Class International
Bank, acceptable to the Buyer, informing the number, date of issue and full content. In
case the Performance Bond issued by the First Class International Bank, the Seller shall
ensure that the issuing Bank will send to the Buyer the original Performance Bond through
Vietcombank Vung Tau Branch.
PAGE 9/17
 The content of the Performance Bond shall be in conformity with the Appendix 1 of this
Purchase Order.

All costs relating to the Performance Bond shall be at Seller’s account.

11.2 Should the Buyer not receive the valid, satisfactory Performance Bond within 30 days from
the effective date of this Purchase Order, the Buyer has the right to cancel the Purchase
Order at any time and withdraw the Bid Bond without recourse to the law court or to
arbitration.

11.3Should the validity of the Performance Bond be required to be extended (due to delay or
extension of Delivery Date of Goods) Seller shall immediately instruct the Issuing Bank to
make amendment to the Performance Bond. Such amendment shall be advised by the
Issuing Bank to Buyer through Vietcombank Vung Tau Branch.

11.4 Should the Buyer make use of Performance Bond, it will be immediately sent to the Seller
copy of declaration to the bank.

ARTICLE 12: FORCE-MAJEURE

12.1 Should any circumstance arise out preventing either party from wholly or partially carrying
out his obligations under this Purchase Order, namely: fire, acts of God, war, military
actions of any nature, the time stipulated for the performance of the obligations of the
Purchase Order should be extended for and as long as the period of consequence of force
majeure lasts.

12.2 In the event that these Force Majeure circumstances continue for more than three months,
either party shall have the right to refuse to continue the performance of his obligations
without the right for indemnification of any losses from the other party.

12.3 The party unable to carry out his obligations under this Purchase Order shall immediately
advise to the other party. Delay in information beyond ten (10) days of the beginning and
the cessation of the force majeure circumstances deprives the Seller / the Buyer of the
right due to him to refer to the force-majeure circumstance in future.

12.4 The certificate issued by the Chamber of Commerce/the appropriate authorities of the
Seller's / Buyer's country or the country of the happened force majeure circumstances shall
be sufficient proof of the operation and duration of such circumstances.

12.5 Manufacturing difficulties such as shortages of raw materials, electric power, labour etc.
shall not be considered as force majeure and shall not release the Seller from
responsibilities for non-delivery or delay in delivery of Goods supplied under this Purchase
Order.

ARTICLE 13: LAW AND ARBITRATION

13.1 This contract is governed by Vietnamese law.

13.2 Any disputes or discrepancies, which may arise out from this Purchase Order, shall be
settled smoothly, amicably, basing on mutual benefit and mutual understanding.
PAGE 10/17
13.3 Any disputes or discrepancies in connection with this Purchase Order, which can not be
settled amicably, shall be referred for final decision and settlement to the Vietnam
International Arbitration Center at the Chamber of Commerce and Industry of Vietnam,
Hanoi, S.R.Vietnam under the Rules of this Center.

13.4 Decision / award of the arbitration shall be final and binding upon both parties.

ARTICLE 14: OTHER CONDITIONS

14.1 Any amendment or supplement of this Purchase Order shall be valid only if they are
made in writing and signed by both parties.

14.2 Neither party shall be entitled to transfer its rights and obligations under this Purchase
Order to any third party without the prior consent in writing of the other party.

14.3 All taxes, duties, custom fees in connection with the execution of this Purchase Order
levied inside S.R.Vietnam to be at Buyer’s account.

All taxes, duties, custom fees in connection with the execution of this Purchase Order
levied outside S.R.Vietnam to be at the Seller’s account.

14.4 All correspondences and negotiations, which have taken place in prior to the effective
date of this Purchase Order, shall be considered null and void.

14.5 This Purchase Order is made in English language, consists of 17 pages, including
Appendixes No.1, 2, which forms the integral part of this Purchase Order.

14.6 This Purchase Order shall come into force from the date of Performance Bond and will
be terminated upon fulfillment by both parties all their obligations as per stipulated in this
Purchase Order.

14.7 The Seller shall give the Buyer his reconfirmation within 7 days upon the date of
this Purchase Order.

We confirm that all of above mentioned terms and conditions of this Order are considered as
terms and conditions of a Contract signed by and between two our companies.

This is an operative instrument, no mail/airmail will be followed.

Yours faithfully,

FOR VIETSOVPETRO JOINT VENTURE

NGUYEN VAN QUAN

Deputy General Director

PAGE 11/17
PAGE 12/17
 APPENDIX No. 01
TO THE PURCHASE ORDER No. /09/N-N2/VSP1-TECMACH
Dated ……….

FORM OF PERFORMANCE BOND

TO: VIETSOVPETRO JOINT VENTURE,

105 LELOI STR, VUNGTAU CITY, S.R. VIETNAM.

ATTN: Mr. Nguyen Huu Tuyen, General Director

Dear Sir,

We, the undersigned (legal name and address of the Bank) have made due to note of Purchase
Order No. /09/N-N2/VSP1-TECMACH dated…..… (hereinafter referred to as the Purchase
Order), concluded by yourselves VIETSOVPETRO JOINT VENTURE (Hereinafter referred to
as the Buyer) and Tecmach (hereinafter referred to as the “Seller”) for supplying Spare parts for
Fire and Gas Detection Systems with the Purchase Order amount of USD 79,401.00 accordance
with the term of the Purchase Order, the Seller is obliged to execute and perform the Purchase
Order as agreed.

Taking into consideration of the above mentioned, we (legal name and address of the issuing
Bank) hereby irrevocably and unconditionally undertake to pay you any amount stated hereunder
on your simple demand accompanied by the written declaration that the Seller has failed to fulfill
the Purchase Order as per terms and condition agreed.

Simple declaration from the Buyer shall be accepted by us conclusive evidence that the amount
claimed is due to the Buyer.

The claim, if any, must be made by fax message or registered letter to reach us not later than the
expiry date of this Performance Bond.

The limit of our liabilities under this Performance Bond shall not exceed the amount of 6,352.08
USD (eight percent of the Purchase Order Value).

Partial drawing under this Performance Bond is acceptable, provided that all claims should reach
us not later than the expiry date of this Performance Bond. After each partial drawing, the amount
of this Performance Bond will be deducted accordingly, and this Performance Bond remains in
force up to its expiration of total amount under this Performance Bond is drawn.

The payment under this Performance Bond shall be made by us without deductions for any fees of
any taxes, imports, levies or duties present or future of any nature inside of S.R. Vietnam.

It is further guaranteed by us, that the payment under this Performance Bond shall be made by us
within seven (07) days from the receipt of your written demand marking reference to this
Performance Bond.

PAGE 13/17
The Performance Bond comes into force and becomes valid from the date of issuance.

The validity of this Performance Bond shall cover the delivery period of the last shipment as
stated in Article 3 of the above mentioned Purchase Order plus 60 days i.e ________________.

When expired or implemented in full, this Performance Bond turns to be null and void.

Upon expiration or implemented in full, this Performance Bond shall automatically become null
and void, regardless of whether this guarantee/Performance Bond is returned to us or not.

Yours faithfully,

Authorized signature and stamp (of the Bank)

PAGE 14/17
 APPENDIX No. 02
TO THE PURCHASE ORDER No. /09/N-N2/VSP1-TECMACH
Dated ……….

LETTER OF CREDIT SPECIMEN

SUBJECT: ________________________________

KIND OF L/C: IRREVOCABLE L/C, AT SIGHT.

APPLICANT: VIETSOVPETRO J. V.
(THE BUYER) 105 Le Loi St., Vung Tau, S. R. Vietnam.

BENEFICIARY: __________________________________
(THE SELLER) __________________________________

ADVISING BANK: __________________________________

AMOUNT: US Dollars 79,401.00

(In words: Seventy nine thousand four hundred and one US dollars only).
CFR Hochiminh City Port, SRV.

VALIDITY: ………..(delivery date plus 60 days) at counter of negotiating bank

PAYMENT CONDITIONS:

Payment under this Letter of Credit shall be made for shipment and in the following installments:

1. First Installment: Ninety percent (90%) of the shipment value shall be made upon
presentation of the following documents in English language by Beneficiary to the
Bank:

1. 1/3 original and one copy of clean on board Bill of Lading evidencing shipment
from American/European/Asian Port with destination to Hochiminh City Port,
S.R.Vietnam, consigned to the Applicant, marked "freight prepaid".
2. Detailed Packing List showing the content of each case or lot, gross and net
weight, covering Goods as specified in Article No. 1 of this Purchase Order: 01
original and 01 copy.
3. Signed Commercial Invoice issued by the Beneficiary for the respective shipment
value indicating CFR Hochiminh City Port, S.R.Vietnam, with itemized unit and
total prices: 01 original and 01 copy.
4. Certificate of Quality & Quantity or Certificate of Compliance/Conformity issued
by Manufacturer or Manufacturer’s branch: 01 original/ certified copy and 01
photocopy.
PAGE 15/17
 5. Certificate of Origin issued by The Chamber of Commerce or authorized
organization in Manufacturer’s country/ Exporter’s country: 01 original/ certified
copy and 01 photocopy.
6. Certificates of Guarantee issued by the Beneficiary for the quality of Goods for
the period of 12 months from the respective Delivery Date: 01 original and 01
copy.
7. Export License or Letter of the Seller stating that Export License is not necessary
for export - 01 original and 01 copy.

8. Beneficiary’s fax, telex or cable, advising the shipment details (Invoice value, B/L
…) to Vietsovpetro - 01 copy.

9. Beneficiary’s Certificate certifying that one set of the above mentioned documents
(from 1 to 3 and 6, 7 including two originals and two copies of each; from 4 to 5
including two copies of each) have been sent to the Applicant 's address within 03
working days from the Delivery Date by Courier (Courier’s Receipt must be
enclosed thereto for negotiation): 01 original and 01 copy.

All the documents presented by Beneficiary to the Bank shall be duly certified by
Beneficiary as correct, due and payable under the terms and conditions of the Letter of
credit.
Period of presentation of payment documents: within 35 days after the date of "Bill of
Lading", but within the validity of the letter of credit.

2. Second Installment: Ten percent (10%) of shipment value shall be payable against
confirmation of Applicant to the Bank within 45 days after the date of the Certificate of
quantity and condition issued by Independent Inspection Company at Applicant’s warehouse.

3. For shipment to Ho Chi Minh city (applied for the case of delivery terms of CFR Hochiminh
City Port/ CPT Tan Son Nhat Airport), if the costs and expenses for transportation of the
Goods to Vungtau Petroleum Port has to be paid by Applicant, this amount of actual costs and
expenses will be deducted by Applicant from the payment to Beneficiary.

The Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary credit
of International Chamber of Commerce (UCP No. 600), 2007 revision.

All the banking fees, including bank commission charges and other charges associated with the
opening bank shall be on Applicant’s account.

All the banking fees, including bank commission charges and other charges associated with the
advising and corresponding bank shall be on Beneficiary’s account.

All charges in connection with the amendments of the Letter of Credit (whether occurred inside or
outside S.R.Vietnam), due to Beneficiary’s/Applicant’s request, shall be at
Beneficiary’s/Applicant’s account.

All charges associated with any extension of the Letter of credit arising due to delay in delivery as
stated in Article 3 of this Contract shall be at Beneficiary's account.

PAGE 16/17
COVERING

Scope of supply, specifications, Quantity and Prices which are in accordance with Article No. 1 of
Contract No._____dated________)

SHIPMENT

Shipment to be made from ____ Airport/ Port to Tan Son Nhat Airport/ Ho Chi Minh City Port/
Vung Tau Petroleum Port, Vung Tau City, S.R.Vietnam on the terms of CPT Tan Son Nhat
Airport/CFR Ho Chi Minh City Port/ CFR Vung Tau Petroleum Port, Vung Tau City,
S.R.Vietnam - Incoterms 2000.

Delivery Date: not later than ____

Partial shipment is allowed. Transshipment is allowed

The Delivery Date is understood as the date of "Bill of Lading", consignee to Vietsovpetro,
marked "Freight prepaid", with destination to Ho Chi Minh City Port/Vung Tau Petroleum Port,
Vung Tau City, S.R.Vietnam.

PACKING and MARKING

As per Contract No.___ Dated ______

SPECIAL CONDITIONS
Agreed and liquidated damages for delay of delivery:

For shipment after above-stated delivery date (but not exceeds two months), Applicant's Bank is
authorized to deduct the agreed and liquidated damages amount as late shipment as follows:

- Delay in the first four weeks: 1.00 % of shipment value per week
- Delay in each following week: 1.50 % of shipment value per week

One week is to be defined as 07 days, 04 days or more than 04 days to be considered as one
week, 03 days and less will not be counted.

Total agreed and liquidated damages amount does not exceed 8% of shipment value.

The Letter of Credit is to be automatically canceled within 15 days from the date of opening, if we
(Vietcombank Vungtau) and/or Applicant does not receive the original Performance Bond in
favour of Applicant with content as stated in Appendix 01 of the Order No.
/09/N-N2/VSP01-TECMACH dated…….

Sample International Contract for Sale of Goods, pursuant to the United

Nations Convention on Contracts for the International Sale of Goods
TERAMATE, Ltd.
with its principal office West Road Drive27, Hopson Chart, Briston, AN4 4FL, UK
represented by Matt Wattson, on the basis of Power of Attorney from 23 June 2008
(hereinafter referred to as the „Seller“ on the first side)
PAGE 17/17
and
AGFH, a. s.
ID: 783 33 998
having its principal office at: Palachova 152, Prague 2, Zip Code: 120 00
registered in the Commercial Register, Section B, Entry No. 4127 maintained by the
Municipal Court, Prague
acting by: Ing. Karel Nekola, Chairman of the Board of Directors
(hereinafter referred to as the „Buyer“ on the second side)
(Seller and Buyer referred to also as the “Contracting Parties” or separately each
the “Contracting Party”)
have entered on the day, month and year as bellow, pursuant to the United Nations
Convention on Contracts for the International Sale of Goods (hereinafter referred to
as “Convention”), into the following

CONTRACT FOR SALE OF GOODS

I.
Subject-matter of the Contract

The Subject-matter of this Contract is particularly the obligation of the Seller to

deliver goods specified in the Exhibit No. 1 hereto to the Buyer and to transfer the
property in goods to the Buyer under the terms and conditions herein and the
obligation of the Buyer to accept the delivered goods from the Seller and to pay the
agreed purchase price.
II.
Sale of Goods
1. The Seller hereby agrees to deliver the Buyer goods (movables) specified in
Exhibit No. 1 hereto (hereinafter referred to as the „Goods“) and in the time, quality
and quantity specified in Exhibit No. 1 hereto. The Buyer shall collect the Goods
and pay Seller for Goods the purchase price specified in the Article III. hereof.

PAGE 18/17
2. The Seller fulfils his obligation to deliver the Goods when the Goods have been
made available to the Buyer at the place of business of the Seller. The Parties have
agreed that the Buyer shall arrange for carriage of the Goods from the place of
business of the Seller through a carrier the name of which Buyer shall notify Seller.
The Seller shall arrange the loading of Goods, and the Goods shall be packed in the
manner set forth in Exhibit No. 2. Unless otherwise expressly provided herein, the
Goods shall be packed in manner adequate to protect the Goods.
3. The Seller shall deliver the Goods to Buyer’s carrier on 15 December 2008
during regular working hours (08.00 to 16.00 hours). Seller shall notify Buyer
regarding the delivery of Goods to carrier by fax message sent to phone No.
………….
4. The title in the Goods shall pass to Buyer immediately upon delivery of Goods to
the Buyer’s carrier. Risk of damage to or loss of the Goods shall pass to the Buyer
at the time of delivery.
5. The Buyer hereby declares he received all information regarding the Goods
necessary to arrange insurance coverage.
6. Seller shall send the Buyer documents related to the Goods within 10 days after
delivery of Goods and at the Buyer‘s address set out in herein.

III.
Purchase Price
1. The Buyer shall pay the Seller the purchase price of the goods amounting EUR
……………….. (hereinafter referred to as the „Purchase Price“).
2. The Purchase Price shall be due upon the invoice issued and sent by the Seller not
later than 10 days from delivery and collection of Goods by the Buyer. The invoice
shall be payable not later than 21 days from the issue of the invoice by Seller.
3. If the Buyer fails to pay the purchase price, the Seller shall have the right to
default interest at the rate of 0,1 % of outstanding amount for each day of default

PAGE 19/17
without prejudice to any claims for damage pursuant to the Article 74 of the
Convention.

IV.
Product Liability
1. The Seller shall be liable for any lack of conformity in Goods which exists at the
time when the risk passes to the Buyer and which occurs within 24 months from the
date of delivery of Goods by the Buyer’s carrier. The Seller declares that the Goods
during a period of 24 months from the date of collection by the Buyer’s carrier will
remain fit for the purposes for which the Goods would ordinarily be used or during
this period will retain specified qualities (hereinafter referred to as the „Warranty
Period“).
2. The Seller shall not be responsible for the defects arising out of the failure to
follow operation instructions, for the defects caused by improper storage after the
Goods were delivered or for the defects caused by circumstances that were beyond
the reasonable control.
3. The Buyer shall, immediately upon delivery of the Goods by the carrier, duly
examine the Goods and if the defects of Goods were apparent upon the collection of
Goods, the Buyer shall promptly give notice on this to the Seller.
4. Should the Buyer discover any defects during the Warranty Period, the Buyer
shall give written notice of the defect to the Seller and not later than within 15 days
after such defect had been detected. In a written notice specifying the defects he
shall have the following options:
 replace of defective Goods by delivery of non-defective Goods;
demand to repair the defective Goods if the defects are repairable;
demand appropriate Purchase Price reduction; or
to withdraw from the Contract.
5. The Seller, upon receipt a notice from the Buyer stating the defect, promptly shall
give a written statement and reply whether he accepts the claim for defects or not.
PAGE 20/17
 VI.
Exclusion of Liability
1. A party is not liable for a failure to perform any of his obligations if he proves that
the failure was due to an impediment beyond his control and that he could
reasonably be expected to have taken the impediment into account at the time of the
conclusion of the Contract or to have avoided or overcome it or its consequences.
The exemption provided by this Article has effect for the period during which the
impediment exists.
2. The non-performing party shall give prompt written notice to the other party of
the reason for its failure to perform and the extent and duration of its inability to
perform.

VII.
Arbitration Clause

All the disputes resulting from this agreement or in conjunction with it, will be
decided finally in the arbitration procedure before one arbitrator Mgr. Marie
Pluhařová, registered in the list of arbitrators of Czech Arbitration Centre s.r.o., ID
281 63 427, Klatovská 515/169, 321 00 Plzeň – Litice and registered in the list of
arbitrators of Ministry of Justice Czech Republic, reg. nr. 69 and appointed in
accordance with Act No. 216/1994 coll. of Laws, on Arbitration Procedure and
Execution of Arbitration Awards, and with the Proceeding Rules of Czech
Arbitration Centre announced at it´s websites www.arbitrators.cz. The parties
authorize the arbitrator to settle the dispute based on the principles of natural equity.
Compensation for arbitration costs (including the expenses of the contractual
parties) will be awarded by the arbitrator based on the principle of success in the
dispute.

PAGE 21/17
 VIII.
Final Provisions
1. This Contract shall enter into force and shall take effect on the day when it is
executed.
2. The Contracting Parties hereby agree that entering into this Contract and
performing duties under this Contract have been duly approved by the relevant
company bodies of the Contracting Parties in a compliance with legal regulations,
by-laws and other internal regulations of the Contracting Parties; and no other
approval or consent shall be required.
3. The Contracting Parties agrees to respect the legitimate interests of the other
Party, shall conduct in accordance with the purpose of this Contract and shall not
counteract such purpose and they shall perform all legal and other actions that may
prove necessary to reach the purpose of this Contract.
4. All documents in writing shall be mailed at the address of the Contracting Parties
set forth in the heading of this Contract unless either of the Contracting Parties shall
give a written notice to the other Party on changing its address. Whatever papers the
delivery of which is required, assumed or is made available by this Contract and
regardless of any other available way allowed by the legal regulations to prove such
a delivery, shall be deemed to have been served if such had been delivered to the
other Contracting Party at the address set forth in the heading of this Contract or at
the address noticed in written form by either Contracting Party to the other Party.
5. Any changes and amendments to this Contract shall require a written form.
6. If any provision of this Contract is determined to be invalid or unenforceable, the
validity or enforceability of the other provisions either of this Contract as neither a
whole nor other provisions will be affected unless such an invalid or unenforceable
provision is severable. Contracting Parties herby agrees to supersede such an invalid
or unenforceable provision by a new valid and forceable provision that most closely
matches the intent and the purpose of the original provision.
7. This Contract and the relations arising from shall be governed by the Law of the

PAGE 22/17
Czech Republic, particularly by the United Nations Convention on Contracts for the
International Sale of Goods.
8. This Contract had been made in two duplicates whereby each Contracting Party
shall retain one copy each.

Done in Prague on 13 June 2009 Done in Prague on 13 June 2009

………………………………………..
………………………………………..
TERAMATE, Ltd. AGFH, a.s.
Matt Wattson Ing. Karel Nekola

PAGE 23/17