VESSEL PURCHASE AGREEMENT

Whereas building a well-established commercial vessel is the main objective of a Maritime

Company.

Whereas the Owner Xezel Inc. agrees to purchase and the Contractor CAB Vessel agrees to
build and perform all the work required by the Contract to build and deliver to the Owner the
Vessel.

Whereas Contractor agrees to furnish all labor and materials for the construction of the vessel
except for those items identified in the preceding paragraph.

Whereas the Owner shall purchase and provide to the Contractor some of the parts and
equipments for installation on the Vessel by the Contractor.

Whereas upon delivery of such equipment to Contractor, Contractor shall be responsible for
the care, custody, and risk of loss of each item of Owner.

Whereas the Owner promptly shall provide and approve all Plans, Drawings, Specifications,
and Surveys.

Whereas the Owner shall be responsible for filing the required documents to secure approval
of governmental authorities having jurisdiction over the design and construction of the Vessel,
if any such approval is required.

Whereas contractor shall perform all work under this Agreement in a good and a
workmanlike manner, in accordance with good marine practices.

Whereas the work to be performed under this contract shall be commenced ___________and
be completed on or before __________________.

Whereas the Contractor agrees that a representative of the Owner may inspect, examine and
test the vessel on or before the agreed date of completion at the location of the vessel to
determine that the vessel is complete.

Whereas after such completion and correction of all noted defects contractor shall deliver the
completed vessel to the owner.

Whereas the making of final payment shall constitute a waiver of all claims by the owner
Whereas the Owner shall pay and make final payment upon delivery, provided that the
Contract be then fully performed.

Whereas any dispute which may arise out of this Agreement, the parties shall meet and shall
use their best efforts to resolve the dispute by agreement. The parties shall meet to discuss the
possibility of a mutually agreed upon procedure to resolve any specific dispute which has
risen. The procedure may be streamlined or simplified in any manner the parties determine.

Whereas the Contract shall be governed by the Civil Code of the Philippines.

Section 1 PARTIES

Contractor: CAB Vessel, Subic, Zambales, Philippines, telephone (0) 222-3333, fax (0)
555-6666, email cabvessel@yahoo.com.ph, represented by

And

Owner: Xezel Inc., Cebu City, Cebu, Philippines, telephone (0) 111-2222, fax (0) 333-4444,
email xezel@yahoo.com.ph, represented by

Collectively “the Parties”

Section 2 DELIVERY

1. The CONTRACTOR agrees to construct and deliver one (1) vessel by

______________ at Cebu

Section 3 PURCHASE PRICE

1. The purchase price is fixed at ### as agreed upon by the PARTIES.

2. The price is due upon delivery of the vessel and payment should be confirmed by the
OWNER as soon as possible.
3. The OWNER will deposit the purchase price in full into the CONTRACTOR’s
account at the Philippine National Bank, Subic, Zambales, PBNC 0123 9876 4567;
LIJHY WERTY9. The bank charges are to be borne by the OWNER.

[….]

Section 10 CHOICE OF LAW

This Agreement is governed by the Civil Code of the Philippines.

Section 11 DISPUTE RESOLUTION

All dispute which may arise out of this agreement shall be settled amicably and in good faith
between the parties. If no agreement can be reached each party has the right to initiate
arbitration proceedings within sixty days after the failure of the negotiation to have the
dispute decided by an arbitrator. The arbitration shall be conducted under the Rules of
Philippine Dispute Resolution Center, Inc. of the Philippine Chamber of Commerce and
Industry and in line with the international arbitration practice.

The Arbitral Tribunal shall consists of three arbitrators, appointed in accordance with the
Rules of PDRCI – PCCI. The Parties may select arbitrators which are not on the List of
Arbitrators maintained by PDRCI – PCCI. The President of the Arbitral Tribunal shall be
appointed by the President of the PDRCI – PCCI.

The seat of the arbitration shall be in Iloilo City, Iloilo.

The arbitration proceedings shall be conducted in English.

DATE

NAME NAME