09-11 . 01 : YTA-OIL 1. 1.1. , , : . LTD, ., , , , . .

, , 2011

CONTRACT

09-11

Uralsk This contract is signed the July 01, 2011 Between: Ros-Oil-Astana LTD, represented by General director Mr. V. Valeev, hereinafter referred to as the Sellers, on the one part, and YTA-OIL LTD, represented by General manager Mr. Hlop A., hereinafter referred to as the Buyers, on the other part, hereinafter jointly referred to as the Parties, have concluded the present Contract on the following: 1. SUBJECT OF THE CONTRACT. 1.1. The Sellers have sold and the Buyers have , bought oil products as produced by The Russian oil , refining factories, hereinafter referred to as the Goods, on the terms and conditions determined in the present Contract, its Enclosures and Addendums. , 1.2. The Sellers guarantee to the Buyers that the Goods hereto are not burden by any third partys rights. The Sellers also guarantee that the Goods are not subject of any mortgages and/or , injunctions. The Sellers confirm that no legal circumstances exist that may invalidate the Buyers right to the Goods hereunder. 2.QUANTITY , , , / . , 2.1. The Goods nomenclature, quantity, the price, cost, terms, basis of delivery and other conditions will mutually be co-ordinated by the parties in separate Additions and-or Appendices to the present Contract. 3.DELIVERY 3.1. Products will be under the present contract put on the terms of stipulated in separate Additions and-or Appendices to the present Contract. 3.2. The country of final destination is to be appointed for each delivery separately. 4.DELIVERY PERIOD AND DELIVERY CONDITION 4.1. Deliveries under this Contract are stipulated

, " 1.2. , , , ( ) , , ".

. 2. 2.1.. , ,

3. 3.1. / . :3.2. . 4. 4.1.

01.07.2011 31.12.2011. , , 5 4.2. , .

within the period from 01.07.2011 till 31.12.2011. The Seller and the Buyer shall mutually agree upon assortment, quantities of the , Products and terms of delivery not later than 5 Days preceding the Month of Delivery. , 4.2. In the event that a delivery is late to the extent that it involves its shift to the next month, both parties reserve the right to re-negotiate the price consistent with the new Month of delivery. , 4.3. In case the Products are dispatched in rail tankcars belonging to the Seller or rented by him they are to be returned to the Seller according to the Sellers Instructions. The Buyer carries responsibility for technical condition of Railtankcars outside of RF territory. For Railtankers damage the Buyer pay to the Seller the penalty equal to value of damaged parts costs in connection with repair. In case of Railtankcars loss the Buyer compensate to the Seller the Railtankcars market value at the moment of loss. 4.4. The Seller shall give to the Buyer sufficient notice of the dispatch of the Products to the named place as well as any other notice required in order to allow the Buyer to take measures, which would normally be necessary to enable it to take delivery of the Products. 4.5. Where delivery is to be effected via a pipeline the Seller undertakes to coordinate with JSC AKTransnef to ensure delivery. 4.6. The Seller shall organize main and additional rail plans (the Plans) for transportation of Products according to Buyers written requests in time and as per Regulations of Rail roads of the . RF. The Buyer is obliged to present shipping requisites and instructions for filling the railway bills, and also duly formed confirmations from the destinations station and port of loading of their readiness to accept the Products.

. 4.3. , . .

. 4.4. , , , . 4.5. , . 4.6. ( ) .

. 4.7. , . 4.8. 15, , 4.8. Where the Plans are not fulfilled due to the , occurrence of the Force Majeure event, as defined , in Clause 15, the penalties imposed by the
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4.7. If a Party prevents fulfillment of the Plans , that Party shall be responsible for any penalty imposed by the railway.

. 5. 5.1. 5.2. . 5.3. ( ),

railway shall be borne by the Buyer and the Seller equally. 5.DETERMINATION OF QUALITY AND QUANTITY , . 5.1. The Goods to be delivered by lots, size of which to be determined by appropriate Enclosures to the present Contract. 5.2. Contractual quantity of the Goods can be altered upon agreement of the Parties. 5.3. The quality of the Products shall fully comply with the quality certificate (passport) - issued by the producing refinery and GOST or TU of Russian Federation which are in force at the time of delivery for each kind of the Products. 5.4. If the Products do not conform to GOST or TU as amended from time to time the quality of the Products will be set out in a notice, which shall form an Attachment/Addendum to this Contract. 5.5. The Parties upon mutual agreement shall have the right to appoint Independent Inspectors (Saybolt, SGS or others), to monitor quantity and quality. 5.6. The cost of appointing an Independent Inspectors will be borne equally by the Buyer and the Seller. 5.7. For Inspection purposes samples (the Samples) of the Products to be taken in respect of each delivery and should be kept in appropriate conditions for 3 Months after the date of inspection at an independent laboratory as agreed by the Parties. 5.8. In the event of a dispute arising over the , quality of the Products the Samples will be checked by the Independent laboratory referred to in Clause 5.6. The cost of checking the Samples will be borne equally by the Buyer and the Seller. 6.CLAIMS 6.1. Buyer has the right to present claims on the , quantity of the Products only in case if the , difference between the measurements of independent laboratory and quantity stated in the , shipping documents exceeds normal shrinking norms.
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. 5.4. , / . 5.5. (Saybolt, SGS . 5.6. . 5.7. ( . , , . 5.8. 3 ) )

5.6. . 6. 6.1.

, ,

. 6.2. 6.2. Claim on the quality of the Products may be , presented by the Buyer only in case if the actual quality of the delivered Products does not correspond to the requirements of GOST and TU , for each kind of the Products and this shall be confirmed by the quality Certificate (passport) issued by refinery- producer, and/or by the results , of the independent inspection, and in case actual quality have not been agreed by the Parties 5.3. according to Clause 5.3. In case of discrepancies , in results, the results of inspection held by Independent Inspectors referred to in Clause 5.4. shall be final and binding upon the Parties save for fraud or manifest error. , 6.3. Any claims on quantity and quality of the Products shall be presented to the Seller within 30 days from the last date of delivery of the agreed , lot of the Products. In case the Buyer undertakes all possible efforts to present objections to the Seller but upon objective reasons it will be presented after this time but not later than 15 days from the last date of discharge at the destination terminal of the agreed lot of the Products at the terminal that should be confirmed by the acts of discharge then such objection should be examined by the Seller. 6.4. The Seller shall examine and present the written reply to the claim within 30 Days from the date of receipt of the claim. Should the Seller fail to present the reply in the above stated period the claim is considered as accepted by the Seller. In case the claim is duly confirmed the Seller shall pay the amount of the claim not later than 30 Days after the claim and the relevant invoice have been issued by the Buyer. . 6.5. 6.5. Claims on quantity are to be considered by the Seller in case the Buyer presents to the Seller duly issued documents:

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, , 5.4.,

. 6.3. 30 . , , 15 , , . 6.4. 30 ,

. ,

30

: - . . ; ; ; , .

-the claim; -railway bill with mark of the railways confirming non-damage of the rail tankcars; -seal from the disputable rail tankcars, -acts of shortage or acts signed by independent expert organization. It is possible to present the mentioned documents
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, 45 . 6.6.

by fax in case of further obligatory presenting of originals within 45 days from the date of dispatch of the Products from the refinery. 6.6. Claims presented to any part of the Products do not give the Buyer the right to reject the 0,2 % Products or not to pay for the Products, delivered as per this Contract.

. 7. 7.1. , , ) 7.2. 50 000 000 ( . 7.1. . 7.PRICE 7.1. The total estimated cost of the Products to be delivered pursuant to this Contract is 50 000 000 (fifty millions) USD. 7.2. The estimated value detailed in item 7.1.is not considered as obligation of the Buyer to pay it in full amount. The indicated data are stated for determination of maximum amount of each Product that can be delivered under this Contract and their total maximum value. , 7.3. The exact amount of Product, price, value and delivery terms are mutually agreed by the Parties in separate Enclosures and/or Addenda to this Contract. 7.4. The losses incurred due to the further pipeline transportation are on the Buyer`s liability. 7.5. The renegotiations of the price for actually delivered and/or agreed to be delivered quantities of the Products is non-admissible unless mutually agreed by both Parties. 8.PAYMENT 100% 8.1. Payment for the Goods put under the present . contract - 100 % an advance payment. The advance payment will be carried out in US dollars by bank remittance against granting the Seller (facsimile copies are comprehensible). ). 8.2. The value date is considered the day of writing off the Buyers account at the Buyers Bank. 8.3. If the payment due date falls on a Saturday or , Bank Holiday other than Monday, then payment shall be due on the preceding Banking Day. If the . payment due date falls on a Sunday or a Monday Bank Holiday then payment shall be due on the
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, . 7.3. , / . 7.4. . 7.5. , . 8. 8.1. / , ,

( 8.2. . 8.3. , , , ,

, , , 8.4. , , . 9. 9.1. , . .

following Banking Day. 8.4. All expenses incurred at the Buyers bank shall be for the account of the Buyer. All the expenses incurred at the Sellers bank shall be for , the account of the Seller. 9.DOCUMENTS 9.1. Following the delivery of each agreed in separate Attachment or Addendum parcel of the , Products the Seller will submit to the Buyer within 2 Working Days from issuance the documentation referred kopi to the Buyer. 9.2. The Seller will provide fax copies of the above documents. 9.3. In case of Products export through sea ports, the Buyer within5 Working Days from the Bill of Lading date has to present to the Seller copies of loading orders for export cargoes with mark of the customs and Bill of Lading for export Products transportation. In case of transportation of the Products by pipeline together with the above documents the copies of delivery-acceptance acts at the point of transshipment, acts of discharge and delivery sheets. 9.4. In case of Products export by pipeline on FCA delivery terms, the Buyer within 10 Days from the Bill of Lading date has to present to the Seller copies of the following documents confirming Russian border crossing: in case of deliveries only by pipeline DAA of PSP Ilukste and/or LPDS Petropavlovsk and/or NP Novograd-Volynski, in case of combined - deliveries railway bills. / 9.5. Within 45 Days from the last date of the month of delivery, Buyer has to present to Seller duly issued documents, proving export of the , Products from the customs territory of Russia or CIS:

2 ( . 9.2.

) ,

. 9.3. , 5

. , , . 9.4. F , , : , . 9.5. 45 / / 10

: / Copies of railway bills with the original stamps of border customs authorities of CIS states or customs authorities of the states outside
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of territories of CIS states; 9.6. , , , , , , 9.5. ; 9.6. In case the Buyer does not present documents, mentioned in item 9.5 in due time, Buyer must pay Seller penalty equal to compensation in full expenses, taxes and fees according to the legislation of Russian Federation in connection with realization of the Products in the territory of Russian Federation.

. 10. 10.1. ( ) 10. PRE-PAYMENT 10.1. The Seller has the right to call for prepayment by the Buyer in part or full discharge of , the payment obligation in Clause 8. The Buyer is 8. obliged to effect pre-payment at the day stated in Sellers faxed written instructions as value date subject to presenting by the Seller of the set of documents necessary for effecting of the said prefinancing as per request of the Buyer.

, . 10.2. 10.2. Pre-payment will be effected by the Buyer to the Sellers account by direct banking transfer following receipt of Sellers faxed written , instructions and subject to submission by the Seller the documents necessary for the Buyer that shall be previously mutually agreed by the Parties. . 11. 11.1. : 11.1.1. , , / ; ( ) , , , / ,
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11. WARRANTIES 11.1. Hereby the Parties represent and warrant that: 11.1.1. The Seller/the Buyer are not a party to any agreement or understanding, oral or written , which would in any manner, be inconsistent with the rights herein granted to the Buyer/ the Seller and shall not enter into any agreement or understanding, oral or written during the term of this Contract, directly or indirectly engage in any activity which would, in any manner, be inconsistent with the rights herein granted to the Buyer/the Seller, except as specifically authorized herein;

; 11.1.2. 11.1.2. The Seller and the Buyer are corporations validly existing and have all requisite corporate power and authority to own and operate their property and carry on their business as now being conducted; , ; 11.1.3. 11.1.3. The Seller and the Buyer are duly and validly authorized by all necessary corporate action to execute and deliver this Contract; ; 11.1.4. 11.1.4. The Seller and the Buyer have all the required government consents for execution of obligation under the present Contract; ; 11.1.5. , . 12. 12.1. 12. TITLE AND RISK , 12.1. The property right and all risks, including risk of casual loss or damage of Products under the present contract pass from the Seller to the Buyer under condition of delivery: : F / F - at shipment by railway transportation on the Goods shipping date in in/tank at station of departure and registration of corresponding waybills with a calendar stamp of station of departure; ; FOB DAF ; ( ) ; DDU CPT ( ) ; ; at shipment by pipeline transport for date of - prorolling of the Goods on LPDS "NovogradVolynski" and registrations of the corresponding certificate of reception-delivery; FOB - for date of crossing by the Goods of a connecting flange of a vessel on a river mooring and registrations of the river receipt; DAF - for date of crossing by the Goods of customs border of the Russian Federation and a corresponding mark (a calendar stamp) in waybills at the Russian station of frontier transition; DDU - for date of arrival of the Goods on final pipeline point of system of OJSC Transneft and registrations of the corresponding certificate; CPT - for date of arrival of the Goods on station of appointment and putting down of a corresponding mark (a calendar stamp) in waybills for appointment stations.
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, 11.1.5. The Seller delivers the Products free of claims, pledges and liens from third parties.

. 13. 13.1. , 14.2.1.-14.2.3, 31.12.11 ., 13.2. , . , 13.2. Without prejudice to any other rights to which it may be entitled, either party may notify in writing the other party of the immediate invalidation of this Contract in the following - cases: 13.2.1. The other Party commits any material breach of any of the terms of this Contract and (if such a breach is remediable) fails to remedy that breach within 30 Days of that party being notified of the breach; 13.2.2. If an order is made or a resolution is passed for the winding up the other Party or if an order is made for the appointment of an administrator to manage the affairs, business and property of the other Party or if a receiver is appointed of any of the other Partys assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitled the Court to make a winding up order or if the other Party takers or suffers any similar or analogous action in the consequence of debt; 13.DURATION AND TERVINATION 13.1. This Contract shall come into effect on the Date signed and, subject to Sub-clauses 14.2.1.14.2.3. shall continue in force till 31.12.11. and in part of payments until all payments have been made.

: 13.2.1. ( ) 30 ; 13.2.2.

, , , ; ; 13.2.3. . 13.3. , , . 13.4. 30 . 14. 14.1. , , ,

13.2.3. There is a change of Control of the Seller. 13.3. Termination of this Contract however caused shall be without prejudice to any rights or liabilities accrued at the date of termination. 13.4. The party initiating the Contract rescinding has to notify the adverse party before 30 days of the supposed denunciation of the Contract.

14.FORCE MAJEURE 14.1. Neither Seller nor Buyer shall be liable in

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, , . . , , , , ( , , , , ). 14.2. , , ( . 30 , ( , , , , , , , , , , , , , , , ), , , ,

damages or otherwise for any failure or delay in performance of any obligation hereunder, where such failure or delay is caused by force majeure, being an event, occurrence or circumstance reasonably beyond the control of that party, including without prejudice to the generality of the foregoing, failure or delay caused by or resulting from an act of God, sabotage, strikes, fires, floods, explosions, ice, wars (whether declared or undeclared), riots, revolutions, civil commotion, accidents, breakdowns, destruction of the Products, refinery breakdown, failure by the Buyers receiver to take delivery, embargoes, accidents, restrictions imposed by any Government authority (including allocation, priorities, requisitions, quotas and price controls).

14.2.The time of the Seller to make or the Buyer to receive, delivery hereunder shall be extended during any period in which shall be delayed or ), prevented by reason of any of the aforegoing causes up to a total of 30 Days. In the event that . any such extension results in delivery taking place in the next month, the Parties shall have the , right to renegotiate the price for the delayed cargo of the Products. 14.3 The Party whose performance is so affected shall: 14.4.1. Immediately notify the other Party in writing; 14.4.2. The evidence of the force majeure event , will be a reference issued by competent state authorities or a Chamber of commerce and , industry, located at the place of occurrence of the - force majeure event 14.5. If the Party whose performance is so affected does not notify the other party within 5 Days of the matters referred to in Sub-clauses , 15.4.1. and 15.4.2. such Party shall not be entitled to rely on this Clause 15. 15. 14.6. A declaration of force majeure as aforesaid shall effect only the individual delivery to which it applies and shall have no effect whatsoever on the obligations of the Parties in respect of all remaining deliveries under this Contract.

. 14.3. 14.4.1. ; 14.4.2. , , :

. 14.5. 15.4.1 , 14.6. , , , , , , 15.4.2 5

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. 15. 15.1. / , , 15. ENTIRE CONTRACT 15.1. This Contract including the Enclosures/ Addenda hereto constitutes the entire understanding between the Parties with respect to the subject matter of this Contract and supersedes all prior agreements, negotiations and discussions between the Parties relating to it. 15.2. Present Contract shall regulate by law of Kazakhstan. , 15.3. All the controversies and difficulties or the claims that may appear as a result of execution of the present Contract including its fulfillment, , breach, discharge or nullity are resolved as far as possible by negotiations between Parties. ,

, . 15.2. . 15.3. , , , , . 15.4. , , . , , ,

15.4. In case that an agreement was not reached by the Parties the matter has to be removed to the International commerce arbitrage court attached to the Chamber of Commerce and Industry of the , Russian Federation, Moscow, in accordance with , its regulations by a personal arbiter in Russian. . The decision of this Court will be definite and obligatory for the both Parties. 16. AMENDMENTS Save as expressly provided in this Contract, no amendment or variation of this Contract shall be , effective unless in writing and signed by a duly authorized representative of each of the Parties to it.

. 16. ,

. 17. 17.1. , 17.ASSIGNMENT 17.1. The Seller shall not without the prior written consent of the Buyer assign, transfer, charge or deal in any other manner with this Contract or its rights under it or part of it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Contract.

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. 17.2. , 17.2.The Buyer shall not without the prior written consent of the Seller assign, transfer, charge or deal in any other manner with this Contract or its rights under it or part of it, or purport to do any of the same, or sub-contract any or all of its obligations under this Contract.

, , . 18. 18.1. , , , 18.2. , , . ,

18.TAXES AND DUTIES 18.1. All taxes, customs and other duties in conjunction with the conclusion and execution of the Contract which are levied on the Products prior to delivery will be paid by the Seller. 18.2. All taxes, customs and other duties in , connection with the conclusion and execution of , this Contract if any, beyond the Russian territory will be paid by the Buyer. 19. GENERAL TERMS 19.1. The Contract is drawn in both English and Russian languages in two exemplars, in event of any dispute the Russian version shall prevail. 19.2. The Contract may be signed by fax. In such case the Parties shall exchange original copies 30 within 30 days. . , 19.3.Both Parties agree to accept documents signed by Buyers and Sellers using facsimile signatures of the Buyer and the Seller, as duly signed , .

. 19. 19.1. , . 19.2. . 19.3.

20. :

20.LEGAL ADDRESSES OF THE PARTIES:

THE BUYER YTA-OIL LTD Cod 37445201 K , YTA-OIL LTD Cod 37445201 KIEV, UKRAINA General Director HLOP ANDREI
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: , 04212, . , 5-79 . 260 000 130 021 59 SWIFT NCCJUAUK 04205,

Bank Kiev 04212 str.Timosenco 5-79 Bank acc. 260 000 130 021 59 SWIFT NCCJUAUK AO SBERBANK of Russia 04201 UKRAINE Officer of bank Gerasimenko Marina Mihailovna

____________

General Director _______________ Hlop Andrei

010000,

, , . ,5-6. 620200347409 Beneficiary Bank: account 40807840700030000137 AF Bank SWIFT: BKAFRUMM Correspondent Bank: account 0105230411 VTB (DEUTSCHLAND) AG SWIFT: OWHBDEFF

THE SELLER Ros-Oil-Astana Ltd . 010000, Kazakhstan, ZKO, Darinskoi, L.Tolstoi, 5-6. RNN 620200347409 Beneficiary Bank: account 40807840700030000137 AF Bank SWIFT: BKAFRUMM Correspondent Bank: account 0105230411 VTB (DEUTSCHLAND) AG SWIFT: OWHBDEFF

str.

:____________________

. .

General director _______________ Valeev V.N.

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01 01 2011

1 09-11 2011

.,

, ,

, - I , : ,

. ., ,

1. 1.1. , 1.2. 1.3. 1.4. (+/- 5 ). T . .

-0,2-62 2011 . 10 000,000

2. 2.1. . 50 000 2.2. 3. 3.1. . . . , , , , 01.07.2011

970 31.12.2011.

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4. 4.1. 09-11 , 01.07.2011 . ,

09-11

01.07.2011 .

/
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- I od 37445201 , : , 04212, . , 5-79 . 260 000 130 021 59 WI T J 04205,

- I od 37445201 I , I eneral irector I ank iev 04212 str.Timosenco 5-79 ank acc. 260 000 130 021 59 WI T J o ussia 04201 I icer o bank erasimenko arina ihailovna

____________

eneral irector _______________ lop ndrei

, , . ,5-6. 620200347409 e eficiary a k: account 40807840700030000137 ank WI T: orres o e t a k: account 0105230411 T ( T ) WI T: W

010000,

, .

os- il- sta a t . 010000, azakhstan, , arinskoi, .Tolstoi, 5-6. 620200347409 e eficiary a k: account 40807840700030000137 ank WI T: orres o e t a k: account 0105230411 T ( T ) WI T: W

str.

:____________________

. .

eneral director _______________ aleev . .

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o1 o o tract 09-11 ate 01 of July 2011 July 01 2011 - I , represented by, hereina ter re erred to as the ellers, on the one part, and - I , represented by director, hereina ter re erred to as the uyers, on the other part, hereina ter ointly re erred to as the arties, have concluded the present nclosure as ollo s:

J 1. 1.1. The quantity o the asoil -0,2-62 produced by roup o a re ineries to be delivered under present ddendum ithin uly 2011 is 10 000,000 metric tons. (+/- 5 in ellers option) 1.2. elivery terms Y ovograd- olynski

1.3. The country o appointment kraine. 1.4. onsignee o the oods under customs declaration is: 2. I 2.1. rice or the roducts is ixed i 970 dollars or one metric ton as . 2.2 eliveries under this ontract are stipulated ithin the period rom 01.07.2011 till 31.12.2011. ua tity total -50 000 to s. 2.2. Quantity o the oods payable by the uyer is determined as per quantity pointed in delivery (acceptance) acts, issued at ovograd- olynski.

I 3. I 3.1. roducts under the present ddendum going to be delivered till 01.07.2011.

I I 4. 4.1. The present ddendum is the integral part o ontract 09-11. In everything else hat is not envisaged in the present ddendum, terms and conditions o ontract 09-11 remain unchanged.

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- I od 37445201 , : , 04212, . , 5-79 . 260 000 130 021 59 WI T J 04205,

- I od 37445201 I , I eneral irector I ank iev 04212 str.Timosenco 5-79 ank acc. 260 000 130 021 59 WI T J o ussia 04201 I icer o bank erasimenko arina ihailovna

____________

eneral irector _______________ lop ndrei

, , . ,5-6. 620200347409 e eficiary a k: account 40807840700030000137 ank WI T: orres o e t a k: account 0105230411 T ( T ) WI T: W

010000,

, .

os- il- sta a t . 010000, azakhstan, , arinskoi, .Tolstoi, 5-6. 620200347409 e eficiary a k: account 40807840700030000137 ank WI T: orres o e t a k: account 0105230411 T ( T ) WI T: W

str.

:____________________

. .

eneral director _______________ aleev . .

17