Vessel Clauses

To: Eric H. Williams

Purchasing Manager

From: Michael Young

Marketing Manager

Young’s Refractory Materials Inc.

Date: March 10, 2002

Re: Vessel Particulars

Dear Eric,

Today I have chartered a vessel and signed the chartering agreement with a vessel owner Messrs. Mediterranean Shipping Ltd. And now I, by attachment, email you the charter party agreement. Please go over the charter party agreement and contact the port in San Francisco to accommodate the unloading.

Best regards,

Michael Young

Marketing Manager

Young’s Refractory Materials Inc.

Charter Party

1.It is this day mutually agreed between Messrs. Mediterranean Shipping Ltd., Hamburg, as an owner of the good moter vessel called the “Golden Eagle” or substitute (see cls. 29) net register, now trading and expected ready to load on or about 10^th July 2002, the laydays not to commence before this date, and Messrs. Young’s Refractory Materials Inc. Dalian, China as the charterers.

2.That the said ship being warranted tight, staunch, and strike, and in every way fitted for the voyage, shall after delivery of her onward cargo, proceed with all convenient speed to one safe berth in Bayuquan, the owners have verified with the shippers and port authorities about vessel’s suitability and there load always afloat in the customary manner, free of turn, when, were and as soon as ordered by the shipper’s agent as per cls. 35 not exceeding what she can reasonably stow and carry over and her tackle, apparel, provisions and furniture, and being so loaded, shall with all convenient speed proceed to a safe berth in San Francisco. And there deliver the same as customary, where, and as directed by consignee, to whom written notice is to be give during office hours of the vessel being ready to discharge.

3.The cargo to be shipped as per cls. 35 and to be discharged as per cls. 35 per weather working day of 24 consecutive hours, Sundays and holidays always excepted. Time lost by reason of all or any of the following causes shall not be computed in the discharging time, i.e.: war, rebellion, tumults, civil commotions, insurrections, political disturbances, epidemics, quarntine, riots, strikes, lockouts, stoppage of miners, workmen, lighter men, tugboat men, or other hands essential to the working, carriage, delivery, shipment or discharge of the said cargo whether partial or general, or accidents at the mines, at the receiver’s works or wharf, landslides floods, frost or snow, bad weather, intervention of sanitary, customs, and/or other consituted authorities, partial or total stoppage on rivers, canals or on railways or any other cause beyond control of the charterers, unless the steamer is aready on demurrage.

4.If any willful misrepresentation be made in respect of the size position, or should the steamer not be in loading port and ready to load on or after 10^th July 2002, it shall be at the option of the chapterers whether or not they will load the vessel. The captain to telegraph from the last port of discharge to Messrs. PENAVICO DALIAN the probable date this vessel will be at loading port ready to load.

5.The steamer is to be addressed to the charterers or their agents at ports of loading or dischargin on usual terms that all brokerages and charges may be deducted from the freight.

6.Any averages occurring under this charter to be settled according to York Antwerp rules, 1974.

7.The master to telegraph “the charterers” as well as the charterers’ agents at port of loading, should he have to put in at any port or ports.

8.In case of jettison, the captain to report the same to the consignees immediately on arrival.

9.The shippers to put the mineral on board, free of expense to the vessel.

10.A commission as per cls. 36 on the gross amount of freight, dead freight, and demurrage is due to the charterers agent-Ocean Full Ltd..

11.Ship to apply to PENAVICO Dalian for cargo and wire them on leaving last port of discharge if there are telegraphic facilities, failing which the shippers to be allowed one day extra for loading.

12.The act of God, the Queen’s enemies, arrest and/or restraints of rulers, princes and people, quarantine, fire on board, in bulk or craft or on shore, ice, barratry of the master and crew, enemies, pirates, robbers by land or sea, accidents to and damage and detention from boilers, and of machinery, collisions, stranding, jettison, or from and accident, etc. Shall be regarded as force majeure. The steamer had liberty to call at any port or ports, in any order, or places, or receive and/or deliver part cargo and/or passengers, or to deviate for the purposes of saving life or property, and tow or to be lowed and assist vessels or to be assisted in all situations whatsoever. Salvage and/or towage for the owners’ sole benfit. Ship not answerable for losses through explosion, bursting of boilers, breakage of shafts, or any latent defect in the machinery or hull, not resulting from want of due diligence by the owners of the ship or any of them or by the ship’s manager.

13.All libility of this charter shall cease on completion of loading and payment of advance, if any, the owners having lien on cargo for freight, dead freight, and demurrage.

14.The captain shall cover the batch of each hold as soon as the loading into same has finished and also all hatches when the loading or discharging has finished for the day. If the weather be wet or threatening, he shall also, during rain and snow, cover up all hatches by which loading or discharging is not actually going on . It is agreed that the captain may send someone to check th3e wight of the cargo on delivery so as to avoid dispute, and weight as ascertained to be conclusive.

15.Any time lost at discharging port owing to scarcity of wagons and/or labor is to be computed as laydays.

16.In the event of any force majeure, the general strike, riot, insurrection, revolution or wa, which may prevent the shipment of minerals undern this charter, the owners have no right to claim dead freight or damages for failure to load but in the event of no cargo having been loaded, have the option of canceling this charter, or if any cargo has been loaded they have the right to proceed on the voyage with the cargo so loaded, in the later case the time to count as lay days to be mutually agreed between the owners and the charterers.

17.In every case the owners shall appoint their agents at the port of loading (PENAVICO) and at the port of discharge (PENAVICO) for San Francisco (PENAVICO).

18.Vessel’s description: as per.

19.Vessel to be fully geared. Gear to serve each hold/hatch. Breakdown of winches/gear not to be computed as laytime.

20.Notices to be given to (PENAVICO) DALIAN and SAN FRANCISCO 14/10/5/3 days before vessel’s arrival. When cabling the 5 days notice to (PENAVICO) the master/owners to state: ship’s details, nationality, call sign, grt/nrt, readth, draft laden, speed, port of depart, last acll port, nationality of the master and his crew.

21.Vessel to be fully suitable for grab ischarge and carriage of BULK and bagged minerals. Vessel’s holds into which this cargo will be loaded to be clean and free of tunnels and compartments. No bulk cargo to be loaded in places such as twin decks,bridge space, bunkers, deep tanks etc., or any other spaces inaccessible to mechanical grabs from which the bulk cargo cannot be discharged in a normal manner without extra expenses, otherwise any extra expenses to be for the owners’ account and time lost not to count.

22.Vessel’s holds and all other provisions within vessel’s holds to be sheltered against damage by the receivers’ grab discharge, failing which the owners to retain responsible for any consequences. Vessel’s flooring to be in first nclass condition and suitable for grab discharge, trimming machines or any other mechanical equipment/apparatus the stevedores use for discharge operations.

23.Any cleaning of holds/hatches required to be done and paid for by the vessel.

24.Overtime shall be for account of party ordering same, but overtime for the crew/officers shall always be for the owners’ account.

25.Ship to provide free of expense to the shippers winches, power to drive the winches and electrical light as on board for day and night work. Vessel to allow work day and night, Sundays and holidays.

26.Each bulk grade to be loaded into a separate lower hold only. The bagged cargo to be separated B/L wise and big bags, if any, to be stowed in maximum 5 tiers.

27.Following grade will be loaded:

Dalian/San Francisco receivers’berth

35,500 MT Dead-Burned Magnesite in bulk under S/C No. …

28.The owners have the right to load their own part cargo. The owners confirm separation possible as stated before and no shifting of cargo necessary between berths.

29.Customary quick dispatch (c.q.d.), dispatch/demurrage to be calculated in loading and discharging port. The owners have obtained approval from the shippers/Port Authority in this respect.

30.Any completion cargo to be separated fro MINERALS at the owners’ risk and expense and the owners remain responsible for possible contamination caused by completion cargo. Prior to loading, the cargo battens to be reoved in order to avoid contamination.

31.Freight (see side letter) is payable on delivered weight. Freight payable as follows: 90% on account within 5 banking days after signing bills of lading marked “Freight prepaid”, balance of freight to be settled upon right and true delivery of the cargo. All freight payable by swire transfer to: to be nominated.

32.The master or the owners’ agent at loading port to sign bills of lading with remarks “Freight prepaid” according to Mate’s Receipt and to be signed/released by the owners/owners’ agent at loading port after completion of loading.

33.The owners/vessel not to be held responsible for any cargo contamination/ixture before loading commences and after discharging, but any contamination/mixture occurred due to vessel’s fault/negligence to be for the owners’ account.

34.The discharging of the minerals not to be interfered with by completion cargo. Notice of Readiness only to be tendered when vessel is in every respect ready to discharge, whether in port or not, whether in berth or not, whether in free pratique or not.

35.Chamber of Shipping War Risk Clauses Nos. 1+2, P. &. I. Deviation Clause, USA Clause Paramount, Both to Blame Collision Clause and New Jason Clause are considered to be fully incorporated in this charter party.

36.The owners/vessel not to be held responsible for quality, quantity and weight of the cargo.

37.The stevedores although appointed ty the charterers/shippers/receivers to be under the direction and control of the master. All claims for damages allegedly caused by the stevedores to be settled between the stevedores and the owners. The master is to give notice of damage in writing after occurrence and the charteers is to be ultimately responsible provided the owners/master will do their utmost to cooperate with the stevedores in notifying damage, if any, to parties concerned.

38.Arbitration to be in London in accordance with English Law and practice. If any dispute/claim cannot be amicably settled between both parties, the party making the claim shall appoint an arbitrator and request the other party in writing to appoint an arbitrator within 10 working days after receipt of the other party’s request.

If the arbitrators cannot agree between themselves, they shall noinate an umpire whose decision to be final and binding. Should one of the parties neglect or refuse to appoint an arbitratorafter receipt of the written request of the other party, the arbitration of the other party shall decide the dispute as sole aritrator.

39.The owners/master to arrange suitable steps to avoid that bulk cargo enters into compartment existing behind the so-called “fixed dunnage” in vessel’s hold, otherwise the charterers not to pay any extra expenses arising in discharging port.

40.The master to remain responsible for proper stowage.

41.The owners confirm vessel is fully P. & I. Club covered on date of fixture and during the duration of this voyage.

42.Notice

Serious losses have recently been caused to the charterers by the captain signing bills of lading for a greater quantity than they know to have been loaded.

The owners are requested to assist the charterers by waning the captain not to sign bills of lading for one ton more than the captain believes to be on board his steaer.

The captain should carefully calculate from ship’s displacement the weight of cargo, and make sufficient allowance for weight of bunker coal, stores, etc..

The owners are paid freight on output weight, and where the captain sign for an excessive quantity, dues paid by the steamer on such excess are not recoverable.