HỢP ĐỒNG TÀU CHUYẾN TRONG VẬN TẢI GIAO VẬN

FIXTURE NOTE No 03/VNF-LOTUS/MAL - 2009 Hochiminh City, 26th October, 2009 It is mutually agreed between : LOTUS SHIPPING JOINT STOCK COMPANY Address : 108 Nguyen Cong Tru str., Dist Ho Chi Minh City - Vietnam Tel : 84 914 0083 Fax : : 84 914 0084 Represented by Mr Tran Van Lam - Director Hereinafter called as the Disponent Owners/Owners, and : VIETNAM SOUTHERN FOOD CORPORATION ( VINAFOOD II ) Address : 42 Chu Manh Trinh Street, Dist – Ho Chi Minh City - Vietnam Tel : 84 - 8230243 Fax : 84 - 8298001 Represented by Mdm Cao Thi Ngoc Hoa – Deputy General Director as authorized by Mr Truong Thanh Phong – General Director, authorization 253/TCT-UQ dated 26th October, 2009 Hereinafter called as the Charterers For the carriage of cargo under the following terms and conditions : Cargo Quantity : min/max 6,500 MTS of rice in bags Shipment : For arrival at Malaysian ports before 20th November, 2009 Performing vessels, laycan for each shipment to be as follows : Quantity (MTS) Discharging port (West port) Laycan Freight (USD/MT) 6,500 Penang 05-10/11/2009 15.00 Full ship's particulars : MV “ GOLDEN LOTUS” DWT: 6,695MT, ON 6.85 M DRAFT; BUILT: 1989; Class: KR PANAMA FLAG; CLASS: KR GRT: 5,055 / NRT: 2,539 ; LOA: 103.00M; BREADTH: 17.80M; DEPTH: 10.80M HOLDS: / HATCHES: / COVERS: SINGLE WIRE PULLING CAPACITY: GRAIN 11,834.40 / BALE 11,211.20 CBM; GEAR: DE: 2X25T, DE: 2X20T Owners guarantee that the descriptions of the vessel are correct and any breach by Owners of any term forming part of the descriptions of the vessel will give Charterers the option to terminate this fixture note and/or claim for damages, if any Owners must arrange qualified vessel to arrive the load port to ensure the arrival period to Malaysian ports Otherwise, the Charterers have the right to refuse the vessel and claim for losses/damaged arisen from late of vessel laycan Loading Port : safe berth or anchorage, safe port of Ho Chi Minh City - Vietnam Discharging Por : 1/2 safe berth(s)/anchorage(s), safe port of Malaysia The Shipping Agent : Owner's agent at both ends Freight rate : USD 15.00 per net metric ton - FIOS on basis 1/1 , for disports : PENANG ( West Malaysia) Freight payment : a) To be paid in Vietnamese dong ( VND ) with Vietcombank Ho Chi Minh City Branch's selling exchange rate at the time of issuance freight invoice for each shipment b) 100 pct of freight to be paid by Charterers to Owners nominated bank against receipt of original freight invoice within 05 banking days from signing and releasing original Clean on Board Charter-Parties Bill of Lading marked “ Freight Prepaid” but always before discharging cargo Bill of Lading form : CONGENBILL EDITION 1994 to apply c) Freight to be discountless and non-returnable whether vessel and/or cargo lost or not lost d) All banking charges to be at Owners' account Loading terms : a) Cargo to be loaded/stowed at Charterer's/Shipper’s expenses on CQD basis, i.e no demurrage/no despatch b) On arrival at loadport, vessel's holds must be properly cleaned, dried and free from strange odour, insects and suitable for loading rice that means the vessels’ holds must be satisfied with the surveyors' requirements for loading rice shown in holds' survey report Loading shall only be commenced after passing holds surveys c) Charterers try to load about 1000 MT on basis of workable gangs/derricks or pro-rata per weather working day of 24 consecutive hours, Sundays, Holidays excepted even if used d) Notice of Readiness (NOR) to be tendered to the Charterers/Shippers on receiving free pratique whether at berth or not, but the vessel is not considered as ready if her holds are not passed survey e) Charterers are responsible to arrange holds survey at their expenses before loading cargo and supply the Shipowners a survey report f) Charterers/Shippers to co-ordinate with Owners/Master to load the sound cargo on board the performing vessel Discharging terms: for West Malaysian port – PENANG a) The cargo to be discharged at the Buyer's risk and expenses at the average rate of 1,000 metric tons per weather working day of 24 consecutive hours, Sundays and Holidays excluded, unless used ( SHEXUU ) basis 04 workable gangs/derricks or prorata b) Owners/Agents to give Buyers/Receivers 72/48/24 hours notice of expected time of vessel's arrival at discharging port respectively c) N.O.R to be tendered/accepted during office hours, 0800 hrs to 1700 hrs from Monday to Friday, Saturday ( from 0800 hrs to 1200 hrs ) WIBON, WIFPON, WICCON, WIPON d) N.O.R to be tendered by Shipmaster or their Agent in writing with the time received e) Laytime at disport to commence from 1300 hrs same day if N.O.R for discharging is given before or at noon, from 0800 hrs of the next working day if N.O.R is given during office hours afternoon f) Time actually used before official commencement of laytime shall count g) Laytime to be non-reversible h) Time from 1200 hrs Saturdays or the day before Holidays until 0800 hrs Mondays or after Holidays shall not count as laytime unless used i) Time for shifting from pilot station to discharging place shall not count as laytime l) Shifting from 1st discharging place to 2nd discharging place, if required by local/port authority, shall be at Owners' expenses/time/risk Any additional shifting to be borne by the requesting party 10 Demurrage/despatch 10.1) Rate of demurrage/despatch at disport : a) Demurrage : max USD1000 per day and pro-rata for all time lost b) Despatch : max USD 500 per day and pro-rata for working time saved c) Computation of allowed laytime shall be based on the net quantity per B/L 10.2) Documents for settlements : a) Statement of Facts with three signatures of Master, Agent and Charterers or their employees (Shipper / Consignee / their stevedores co.) b) N.O.R to be tendered by Shipmaster or their agent in writing with the time received Owners must supply Charterers Statement of Fact and N.O.R for discharging within 10 days upon completion of discharging the cargo 10.3) Mode and time for settlement : Settlement of demurrage and despatch shall be settled by both parties within 30 days after mutual acceptance of demurrage/despatch computation 11 Taxes, dues, levies , freight tax on vessels to be at Owners' account and responsibilities at both ends 12 Taxes, dues, levies on cargo to be at Charterers' account and Consignees' account at loadport and disport respectively 13 Dunnages/mats : to be at Owners' account / time/arrangement Laying/tying dunnage materials at Owners’ account/time but mats for separation, if any, to be for Charterer’s account 14 Master to authorize the loadport Agent to sign and release clean on board original B(s)/L upon completion of loading on his behalf The content of B(s)/L is always in conformity with Mate's receipt 15 Should the vessel(s) be detained by Authorities at loading/discharging port, the direct actual expenses incurred on vessel(s) to be for Owners' account if the arrest caused by Owners and/or their employees The same to be for Charterers/Consignees’ account if the arrest caused by the Charterers/Consignees and/or their employees 16 Overage insurance premium (OAP) for the vessel over 15 years of age to be for Owner's account at prevailing London Advisory Rate/Schedule and shall be deducted from the freight payment 17 Lightening / Lighterage , if any, to be at Owners' account 18 Cargo fumigation on board : 18.1 ) At loading port : a) Fumigation expenses, if any, to be Charterers' account b) Expenses for crew during fumigation to be for Owners' account c) Owners to allow 48 hours free time for cargo fumigation d) Vessel quick sailing after fumigation shall be arranged if required by Owners/Master but always be in comformity with local/port authority’s regulations On completion of fumigation, vessel sails out and moves directly from loadport to discharge port in her routine waterway and not to be allowed to berth at any port, except in case of force majeure and for bunker purpose 18.2) At discharging port : In case of re-fumigation, if required, all re-fumigation expenses to be for Charterer’s account/time/risk 19 Owners/Masters responsibility : a) Transhipment is not allowed b) No cargo shall be stowed in compartments which are not suitable for the cargo loading and discharging c) Vessels to carry cargo must be seaworthy, fully geared, singledecker or tweendecker suitable for bagged rice loading and unloading In the case vessel’s cranes/derricks/winches is/are out of order over day, shore crane to be hired at Owner’s account and time at both ends d) Owners undertake to maintain the performing vessel’s gears for loading and discharge in efficient working order Vessels to give free use of cargo gears, winches and derricks capable to lifting capacity as per described and necessary lights for any work free of charge to the Charterers and also for night work and Sundays/Holidays, if required e) Mixing of cargo with other commodities and/or for other consignee on the same vessel is absolutely prohibited f) Owners guarantee the real Owners/Carriers/Operators of vessels to be supplied with no legal, financial problems and the Ownership/Ship’s name will not be changed until completion of discharge g) Owners guarantee to supply the performing vessels with full seaworthiness and in good conditions and has appropriate gas tight seals suitable for fumigation and suitable for the carriage of exported rice h) Owners guarantee that the performing vessels to be equipped with suitable natural ventilations system and facilities to keep cargo in good condition such as canvas for hatches covering, no leakage allowed k) Owners are responsible for any losses and damages to the cargo after it has passed vessel's rail until completion of discharging Owners are responsible for the losses and any damage to the cargo caused by water through ventilators and leakage of water and / or oil from the pipes and / or valves and / or tanks etc Owners must confirm the Notice of Loss and Damage if any l) Any delay in loading and discharging due to inefficiency or breakdown of winches, derricks to be for Owners' account and time lost shall not be counted as laytime m) The performing vessels to be fully classed and PNI covered by an Internationally Recognized Organization be remained so for the duration of the F/N n) All opening and closing of hatches to be done by crew and at Owners expenses at both ends All opening and closing of hatches shall not count as laytime o) In case of waiting for discharging due to holidays or any problem, Masters to have the ventilation system opened to avoid sweating, damage to the cargo on board p) Owners guarantee that vessels hatches always be watertight during the employment 20 Tally : Tally at shipside to be for Owners' account at both ends Tally at dockside to be for Charterers' account at loadport and for Consignee’s account at disport 21 Letter of Indemnity ( LOI ) : Cargo to be delivered/released against the presentation of original B(s)/L or Consignee’s original LOI in the paying bank's format subject to Charterers’ approval 22 The Owners must submit a Certificate of Classification of the vessel to Charterers upon vessel nomination, failure of which shall lead to automatic rejection of the vessel by Charterers 23 New Jason Clause, the General Paramount, the Chamber of Shipping War risk clause and 2, both to Blame Collision Clause, Pollution Clause and P & I Club, Bunkering Deviation Clause deemed to be incorporated in this Fixture Note 24 General Average, if any, to be settled according to York - Anwerpt Rules 1994 25 Law and Arbitration : All disputes, controversies or differences which may arise between the parties out of or in relation to or in connection with this Fixture Note or for the breach therefore shall be finally settled in Economic Court under Ho Chi Minh City People's Court by Vietnamese Marine Laws and Vietnam Civil Code 2005 26 Revised clause of ISM code for the cargo to be as per Cargo ISM Endorsement 27 The vessels must be complied with ISPS code Non–compliance of ISPS code, if any, shall be at Owners' full time/account/responsibilities The parties have signed this Fixture Note in two (02) copies, both are valid and have equal legal power for the parties For and on behalf of Owners For and on behalf of Charterers