ARTICLE: 16.

CLAIMS
Any Claims under this Agreement, including demurrage, by either TIL or BAN SOK LEAP CONSTRUCTION Co.,
LTD,, shall be communicated to other party in writing by post, fax, telex or email with full supporting
documents within thirty (30) days from the date of Bill of Lading with respect to such claim(s). If no such
notification is received within the said period, the claim shall be deemed to have been waived.

The Claim(s) must be settled within one hundred and eighty (180) days from the date of Bill of Lading.

ARTICLE: 17. ASSIGNMENT

Neither TIL nor BAN SOK LEAP CONSTRUCTION Co., LTD,, shall have the right to assign its rights and obligation
under this agreement in whole or in part without prior consent of the party.
In the event of an assignment, the assignor shall be jointly and severally held responsible with the assignee
for the full performance of its obligations towards the other party. These clauses will be firmed up and
finalized as part of Final Sale / Purchase Agreement.

ARTICLE: 18. LIABILITY

Expect as expressly provided in this Agreement, neither party shall be held liable in contract, tort or otherwise
for prospective profits or for special, consequential or indirect losses or damages in relation to performance
or failure to perform under this MOU in case of any disagreement with respect to supply and agreement on
pricing.

ARTICLE 19. NON-BINDING

This Memorandum of Understanding shall be legally binding on the Parties once the parties hereto agree to
formalize this Memorandum with addendum on the commencement of dates and pricing to enforce the
intent of this document.
ARTICLE 20. FORCE MAJEURE
Neither Party hereto shall be liable to the other for any cost or otherwise, for any delay and/or failure in the
performance of any or all of their respective obligations hereunder, except for the obligation of Owner to
make payment for Services already provided by the Contractor, if such delay or failure is due to force majeure
which shall mean unforeseeable events or cause beyond reasonable control and without the fault or
negligence of the Party in question and could not have been prevented or overcome by the exercise of due
diligence by the said Party and includes but are not limited to occurrence of and consequences arising out of

Page 6 of 12

acts of God or force of nature, unusual waves, acts of war or public enemy, riots, strikes or sabotage and Acts
and Regulations of respective government of the two Parties, namely Owner and the Contractor.

ARTICLE 21 GOVERNING LAW AND DISPUTE

This MOU shall be governed by and construed in all respects in accordance with the laws of Singapore (NTO
Regulation).
ARTICLE 22 ARBITRATION
The Parties agree to use their best endeavors and reasonable efforts to settle by way of direct and frank
negotiations any dispute, controversy or claim arising out of this MOU. failing an amicable settlement of the
dispute, controversy or claim, such dispute, controversy or claim shall he referred to and settled by
arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (the "ICC")
in Singapore and any modification of re-enactment thereof which settlement shall be final and binding on
both Parties.
ARTICLE: 23. TAXES AND CHARGES
As between parties, all taxes, duties, fees, harbor or termina, dues, docking and other Governmental
charges on the Vessel or barges at the Loading Port with respect to deliveries hereunder whether or not in
effect on the date of this Agreement but are imposed, with respect to deliveries hereunder, directly or
indirectly, prospectively by the Government (or any instrumentality or subdivision thereof) of the country
in which the product sold hereunder is produced or delivered, shall be borne by TIL (Party B).

All taxes, duties, fees, harbor or terminal dues, docking and other Governmental charges on the Vessel or
tugboats and at the Discharge Port including Customs overtime and consular fees if any, with respect to
deliveries hereunder whether or not in effect on the date of Agreement but are imposed, with respect to
deliveries hereunder, directly or indirectly, prospectively or retrospectively by the Government (or any
instrumentality or subdivision thereof) shall be borne by BAN SOK LEAP CONSTRUCTION Co., LTD.
Any tax or charge levied by the Local authority for transit loss during inter or intra harbor movement at
the Loading Port shall be for TIL's account and at the discharge Port shall be for BAN SOK LEAP
CONSTRUCTION Co., Ltd's account respectively.

Page 7 of 12

ARTICLE: 24. CONFIDENTIAIITY

Each party shall keep in strict confidence and ensure that its employees and agents shall keep in strict
confidence all commercial and/or technical information in relation to this Memorandum {the
"Confidential Information") and the future agreement and shall not disclose the same to any third party
save and except where the prior consent of the other party has been obtained when any parties deem it is
necessary for or except for the disclosures by any party to this agreement:
ARTICLE: 25, AMENDMENTS
This MOU shall be amended with commencement dates and agreed pricing if any by both parties within 6
months. The agreement shall not be orally amended or modified and no amendment or modification shall be
effective unless and until the amendment or modification is confirmed by an exchange of telex, fax, mail or
e-mail and any such amendment or modification shall be, as soon as convenient, embodied in writing and
signed by both parties.

ARTICLE: 26, WAIVER

The rights of either Party to require strict performance of the Agreement shall not be affected by any previous
waiver by either Party with respect to breach of any condition, term or provision of this MOU which shall be
converted into executable agreement.

ARTICLE 27. NOTICES

Unless otherwise specifically provided, all notices, declarations and other communications to be given here
under by either party to other shall be given in writing by post, telex, fax or e-mail within the required time and
shall have been delivered and received by post, telex, fax or e-mail at such Party's address as specified in the
attachment.

TIL

: TITANICS INDIA LIMITED.

Plot Mo 6, Kavery Street, Gurusamy
Nagar, Sembakkani, Chennai-73

Ban Sok Leap

Construction Ltd,.

: Ban Sok Leap Construction.,Co., Ltd, (BAN SOK LEAP

CONSTRUCTION Co., LTD,. ) represented by Madam Sok Vanna,
(Director) situated at No. 23B, 19 Village, Sangkat Boeung Kok II,

Page 8 of 12

Khan Toul Kork, Phom Penh, Kingdom of Cambodia. Tel: 855-97

678 58 98. Email:bansokleapconstruction{5>Kmail.com. Passport
No : N1037718
CJ CD City

: YUKIO SUZUKI CAM JAP DEVELOPMENT CORPORATION

Any Party may change their address by serving ten (10) working days written notice to the other Party.
Any notice may be delivered personally or by registered post, telex or facsimile transmission and shall be
deemed to have been served if by personal delivery when delivered if by registered post 48 hours after
posting and if by telex of facsimile transmission when dispatched.
ARTICLE 28 ENTIRE AGREEMFNT
28.1

For the purposes of interpretation, the priority of the documents comprising the MOU shall be in
accordance with the following sequence:
28.1.1 This MOU and any subsequent modifications, additions, or deletions to it as may be mutually
agreed;
28.1.2 Any attachment which is part of this MOU, and any subsequent modification, additions, or
deletions to it as may be mutually agreed

28.2

This MOU supersedes all prior agreements and commitments, whether oral or in writing between the
Parties concerning the subject matters thereof. The right of either party to require strict performance
will not be affected by any previous waiver or course of dealing

28.3 TITANICS INDIA ltd will have the first choice of rejection, for future additional reclamation of
D2 (Diesel Oil) for this project.

IN WITNESS WHEREOF the Parties have caused this MOU to be executed by their duly authorized
representatives:
For and on behalf of

For and on behalf of

For and on behalf of

Party "A"

Party "B"

Party "C"

Page 9 of 12

Dr. Jeyamohan

Madam Sok Vanna

Director

Director
Appendix
a) TITANICS INDIA Ltd BROCHURE
b) Diesel Specs Overview

Page 10 of 12