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* PURCHASE AND SALE CONTRACT. NO.: *. 1/5 1 * PURCHASE AND SALE CONTRACT Contract No.: * This PURCHASE AND SALE CONTRACT made on May 15, 2009 in Beijing city BETWEEN BUYER： * Add.: * Tel: * Fax: * AND SELLER： * Add.: * Tel: * Fax: * The BUYER is desirous of buying all such molybdenum concentrate from the SELLER. The BUYER confirmed the purchase of the contracted amount from the SELLER in this contract. And where as the BUYER, is desirous of purchasing all such molybdenum concentrate offered by the SELLER. The SELLER is willing to give all his productions and sales in this contract to the BUYER. -THE SELLER AND THE BUYER HEREBY AGREE AS FOLLOWS- 1.DEFINITIONS Unless specifically stated the following terms in this contract shall refer to and will have the following meaning: Goods shall mean molybdenum concentrate; DMT shall mean dry metric ton; MMT shall mean metal metric ton; MTU shall mean metric ton unit; Metric Ton shall mean a ton of 1,000 kilograms or 2,204.62 pounds avoirdupois wet or dry basis as stated; PPM shall mean part per million or 1 gram per Metric Ton. Inspectorate shall mean independent inspectorate as CGL (Central Geological Laboratory, Mongolia) and/or its correspondenc; CIQ (China Entry-Exit Inspection and Quarantine Association) and/or its correspondence, CCICChina Certification T/T shall mean Telegraphic Transfer; * PURCHASE AND SALE CONTRACT. NO.: *. 2/5 2 $ or dollar or cent shall mean dollars and cents of the United States of America official currency ; DAF shall mean delivered at frontier as per Incoterms 2000. 2.GOODS 1) Name of goods * 2) Specification * Goods should not contain radioactive element and other harmful impurities. 3) Weight * 4) Price (packing charges included) USD*0/DMT(U.S.DOLLARS SEVEN THOUSAND FIVE HUNDRED) per DMT DAF Erlianhot on basis of 50% Mo with premium/penalty USD 150 per DMT for 1% increase/decrease in Mo above/below 50% Mo, scale fraction pro-rata. 5) Renegotiation a. If the Mo content is below 48% or the goods is over the impurity, the BUYER has the right to reject accepting the goods or the price will be renegotiated by the two parties. b. If the BUYER rejects the goods according to the reasons mentioned above, then all charges will be to SELLERs account. 3.TOTAL VALUE USD* (U.S.Dollars seven hundred and fifty thousand). The exact total value should pay the SELLER will be determined by the Mo content according to the certificate from CIQ/CCIC (China). 4.INSURANCE Insurance up to the point of delivery shall be the responsibility of the SELLER. Insurance after the point of delivery shall be the responsibility of the BUYER. 5.PLACE OF SHIPMENT * 6.PLACE OF DELIVERY * 7.SHIPMENT * PURCHASE AND SALE CONTRACT. NO.: *. 3/5 3 The shipment will be effected before * 8.PACKAGING 1MT net bags sealed in container The goods should be packed suitable for long distance land transportation and for change of climate, well protected against moisture and shocks. 9.SHIPPING MARKS N/M 10. QUALITY AND WEIGHT INSPECTION At the place of shipment (Mongolia), weighing, sampling and analysis shall be carried out by CGL in accordance with standard international practice. Inspection fee shall be for the SELLERs account. The BUYER has the right to be present or represented at these operations at its own expense. At the discharging place (China), weighting, sampling analysis shall be carried out by CIQ/CCIC at BUYERs account in accordance with international practices. Inspection fee shall be for the BUYERs account. The SELLER has the right to be present or represented at these operations at its own expense. The certificate issued by CIQ/CCIC shall be the final results for negotiation of payment. 11. TERM OF PAYMENT * 12. REQUIRED DOCUMENTS FOR CUSTOMS CLEARANCE 1) Signed Provisional Commercial Invoice in four originals and one copy, which indicating Contract No. * 13. CLAIMS In the event that SELLER is liable for the discrepancies and the BUYER lodges a claim within Ninety (90) days after discharge of the goods at the destination, such claim must be accompanied by an inspection certificate issued by CCIC/CIQ. All expenses (including inspection fees) and losses arising from the return of goods or claims should be borne by the SELLER. 14. ARBITRATION * 15. DELAY/NON-DELIVERY In the event of delay/non-delivery of contractual quantity the SELLER shall bear following duties. In case of delayed delivery, the SELLERS shall pay to the * PURCHASE AND SALE CONTRACT. NO.: *. 4/5 4 BUYERS for every week of delay a penalty amounting to 0.5% of the total value of the goods whose delivery has been delayed. Any fractional part of a week is to be considered as a full week. The total amount of penalty shall not, however, exceed 1% of the total value of the goods involved in late delivery and is to be deducted from the amount due to the SELLERS by the paying bank at the time of negotiation, or by the BUYERS direct at the time of payment. In case the period of delay exceeds 60 days after the stipulated delivery date the BUYERS have the right to terminate this contract but the SELLERS shall not hereof be exempted from the payment of the penalty 16. LICENSE, TARIFFS, TAXES AND DUTIES All license, tariffs, taxes and duties whether existing or new on the merchandise and its contents or commercial documents relating thereto shall be borne by BUYER in the event of their existence in China. Any export relate license, taxes or duties whether existing or new levied in the country of origin shall be borne by BILUUT MINING CO., LTD 17. FORCE MAJEURE The SELLER shall not be held responsible for late deliv